This document summarizes the key terms of a Restricted Unit Agreement between Valero Energy Corporation and William E. Greehey, Valero's Chief Executive Officer. Under the agreement, Greehey is granted 138,350 restricted units representing the right to receive cash payments from Valero on specified vesting dates. The cash payments will equal the number of units vesting multiplied by the fair market value of Valero stock on the vesting date. Greehey will also receive periodic cash payments equal to declared dividends on Valero stock multiplied by the number of unvested units held. The restricted units will vest in increments over time, with 46,117 units vesting on October 21, 2005.
CONVERTIBLE DEBENTURE PURCHASE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
This document is a share exchange agreement between The Bear Stearns Companies Inc. and JPMorgan Chase & Co. dated March 24, 2008. Key points:
- Bear Stearns agrees to issue 95 million shares to JPMorgan in exchange for 20,665,350 JPMorgan shares and JPMorgan's entry into related agreements.
- The audit committee of Bear Stearns' board unanimously approved relying on a NYSE rule exception to issue the shares without stockholder approval.
- The agreement includes representations from both companies regarding authorization, valid issuance of shares, and compliance with laws.
- Closing is conditioned on there being no legal prohibitions on the transaction and
valero energy Quarterly and Other SEC Reports 2005 3rdfinance2
This document summarizes a Restricted Unit Agreement between Valero Energy Corporation and William E. Greehey, the CEO of Valero. The agreement grants Greehey 60,110 restricted units representing the right to receive cash payments on vesting dates based on the stock price. The units vest in increments of 12,022 per year over 5 years. If Greehey's employment is terminated without cause, the remaining units will continue vesting; if terminated for cause, unvested units are forfeited. The agreement also provides Greehey with dividend rights during the vesting period.
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") requesting that the Court approve the retention of Foley & Lardner LLP ("Foley") as the Debtor's general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and describes Foley's qualifications to serve as counsel. It also discloses Foley's prior representation of the Debtor as well as certain affiliates, and requests authorization for Foley to continue representing those parties in unrelated matters, provided there is no conflict with the bankruptcy case. Notice of the application will be provided to key parties, and the Debtor requests approval of Foley's retention nunc pro tunc to the
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") in the United States Bankruptcy Court for the District of Delaware seeking approval to retain the law firm Foley & Lardner LLP ("Foley") as its general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and requests that the retention of Foley be approved nunc pro tunc to the petition date to represent the Debtor in the bankruptcy case. It describes Foley's qualifications and experience in bankruptcy matters and outlines the services Foley will provide and its proposed compensation structure including hourly billing rates.
This document is a plan support agreement between KIT digital, Inc. and three sponsors (JEC Capital Partners, Ratio Capital Partners, and Prescott Group Capital Management) to implement a restructuring of KIT digital's debt. Key points:
- The sponsors deposited $1.5 million in escrow and committed to fund the restructuring.
- The parties agree to support a chapter 11 plan of reorganization consistent with the terms in Exhibit A, which sets forth the restructuring proposal.
- The sponsors and company agree not to support any alternative restructuring transactions, except the company can consider superior offers if required by its fiduciary duties to shareholders.
This non-disclosure agreement is between Citi Home Solutions Inc. and Tripoli Associates Inc. as the disclosing parties, and an unnamed receiving party. It prohibits the receiving party from disclosing or using any confidential information shared by the disclosing parties, with exceptions. The agreement lasts for a set number of years or months and outlines procedures for handling copies and unauthorized use of confidential information. It also specifies that the disclosing parties retain sole ownership of confidential information and disclaims any warranties or implied licenses to use such information.
This document is an application filed in the United States Bankruptcy Court for the District of Delaware by Cordillera Golf Club, LLC seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor. Cordillera Golf Club filed for Chapter 11 bankruptcy protection and requires assistance assessing the highest and best use of its owned real property and obtaining capital for its business. The application requests that GA Keen Realty be approved as Cordillera's real estate advisor nunc pro tunc to the petition date under the terms of a retention agreement between the two parties. GA Keen Realty has experience advising other debtors in bankruptcy cases and working with Cordillera since prior to the bankruptcy filing.
CONVERTIBLE DEBENTURE PURCHASE AGREEMENT FORMAT
FREE LEGAL AND ACCOUNTANT FORMATS
KANOON KE RAKHWALE INDIA
HIRE LAWYER ONLINE
LAW FIRMS IN DELHI
CA FIRM DELHI
VISIT : https://www.kanoonkerakhwale.com/
VISIT : https://hirelawyeronline.com/
This document is a share exchange agreement between The Bear Stearns Companies Inc. and JPMorgan Chase & Co. dated March 24, 2008. Key points:
- Bear Stearns agrees to issue 95 million shares to JPMorgan in exchange for 20,665,350 JPMorgan shares and JPMorgan's entry into related agreements.
- The audit committee of Bear Stearns' board unanimously approved relying on a NYSE rule exception to issue the shares without stockholder approval.
- The agreement includes representations from both companies regarding authorization, valid issuance of shares, and compliance with laws.
- Closing is conditioned on there being no legal prohibitions on the transaction and
valero energy Quarterly and Other SEC Reports 2005 3rdfinance2
This document summarizes a Restricted Unit Agreement between Valero Energy Corporation and William E. Greehey, the CEO of Valero. The agreement grants Greehey 60,110 restricted units representing the right to receive cash payments on vesting dates based on the stock price. The units vest in increments of 12,022 per year over 5 years. If Greehey's employment is terminated without cause, the remaining units will continue vesting; if terminated for cause, unvested units are forfeited. The agreement also provides Greehey with dividend rights during the vesting period.
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") requesting that the Court approve the retention of Foley & Lardner LLP ("Foley") as the Debtor's general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and describes Foley's qualifications to serve as counsel. It also discloses Foley's prior representation of the Debtor as well as certain affiliates, and requests authorization for Foley to continue representing those parties in unrelated matters, provided there is no conflict with the bankruptcy case. Notice of the application will be provided to key parties, and the Debtor requests approval of Foley's retention nunc pro tunc to the
This document is an application filed by Cordillera Golf Club, LLC (the "Debtor") in the United States Bankruptcy Court for the District of Delaware seeking approval to retain the law firm Foley & Lardner LLP ("Foley") as its general bankruptcy counsel. The application provides background on the Debtor's Chapter 11 bankruptcy filing and requests that the retention of Foley be approved nunc pro tunc to the petition date to represent the Debtor in the bankruptcy case. It describes Foley's qualifications and experience in bankruptcy matters and outlines the services Foley will provide and its proposed compensation structure including hourly billing rates.
This document is a plan support agreement between KIT digital, Inc. and three sponsors (JEC Capital Partners, Ratio Capital Partners, and Prescott Group Capital Management) to implement a restructuring of KIT digital's debt. Key points:
- The sponsors deposited $1.5 million in escrow and committed to fund the restructuring.
- The parties agree to support a chapter 11 plan of reorganization consistent with the terms in Exhibit A, which sets forth the restructuring proposal.
- The sponsors and company agree not to support any alternative restructuring transactions, except the company can consider superior offers if required by its fiduciary duties to shareholders.
This non-disclosure agreement is between Citi Home Solutions Inc. and Tripoli Associates Inc. as the disclosing parties, and an unnamed receiving party. It prohibits the receiving party from disclosing or using any confidential information shared by the disclosing parties, with exceptions. The agreement lasts for a set number of years or months and outlines procedures for handling copies and unauthorized use of confidential information. It also specifies that the disclosing parties retain sole ownership of confidential information and disclaims any warranties or implied licenses to use such information.
This document is an application filed in the United States Bankruptcy Court for the District of Delaware by Cordillera Golf Club, LLC seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor. Cordillera Golf Club filed for Chapter 11 bankruptcy protection and requires assistance assessing the highest and best use of its owned real property and obtaining capital for its business. The application requests that GA Keen Realty be approved as Cordillera's real estate advisor nunc pro tunc to the petition date under the terms of a retention agreement between the two parties. GA Keen Realty has experience advising other debtors in bankruptcy cases and working with Cordillera since prior to the bankruptcy filing.
The debtor, Cordillera Golf Club, LLC, filed an application seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor nunc pro tunc to the petition date. GA Keen Realty will assist the debtor by raising debt or equity capital to fund a reorganization plan, refinance properties, or sell properties. GA Keen Realty will receive transaction fees ranging from 2-6% of proceeds depending on the type of transaction closed. The application seeks to waive certain fee application requirements and employ GA Keen Realty under an incentive-based fee structure customary for its commercial real estate advisory services.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are consistent with those approved in other large chapter 11 cases and will help streamline the professional compensation process.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are intended to streamline the payment process in this large chapter 11 case.
Aig Real Estate Agents Professional Indemnity Insurance Proposal Form ImportantAIGdocs
This document is an insurance proposal form for Real Estate Agents Professional Indemnity Insurance from American Home Assurance Company. It contains sections for details of the proposer, business, claims information, risk management procedures, details of insurance, and a declaration. Key points include that the policy is on a claims-made and notified basis, the proposer has a duty of disclosure, and the declaration must be signed and dated to complete the proposal.
This document summarizes a court case between Aqua Spa, Marieta Lopez, Emile Hassell (plaintiffs), and Riffort Village Directory NV, Riffort Village NV, and Aruba Bank NV (defendants). The plaintiffs claim that Riffort unlawfully terminated their lease for a spa and that the defendants acted unlawfully against the plaintiffs. They are seeking damages. The defendants argue that Aqua Spa was in long-term default on its loan obligations to the bank and failed to provide adequate collateral or repayment plans. The bank then terminated the credit agreement and exercised its lien on the spa inventory.
This document provides an overview of specific relief under Indian law. It discusses key concepts like specific performance of contracts and recovery of possession of property. Specific relief refers to a form of judicial remedy where a party is compelled by a civil court to do or refrain from doing a certain act. The Specific Relief Act of 1877 governs specific relief in India and is based on principles of equity. It allows for specific performance of contracts for sale of immovable property, partial performance of contracts where part of the obligation cannot be fulfilled, and rights of purchasers against vendors with imperfect title. Certain types of contracts cannot be specifically enforced, such as those requiring continuous performance over 3 years or those with uncertain terms.
The Specific Relief of Act 1877
The Law of Limitation Act, 1908
ARNAB KUMAR DAS
Port City International University,
Chittagong, Bangladesh.
SID: LLB 00305037
This document summarizes Colorado statutes regarding the dissolution of marriage and parental responsibilities. It focuses on section 14-10-114, which establishes guidelines for determining temporary maintenance (alimony) during divorce proceedings. There is a rebuttable presumption that the higher earning spouse will pay the lower earning spouse a specific amount of temporary maintenance based on a formula, for combined annual incomes up to $75,000. For incomes over $75,000, the court has discretion to determine temporary maintenance amounts based on factors like financial need and future earning potential. The temporary maintenance guidelines do not determine permanent maintenance orders.
he Specific Relief Act, 1963 is an Act of the Parliament of India which provides remedies for persons whose civil or contractual rights have been violated. It replaced an earlier Act of 1877. The following kinds of remedies may be granted by a court under the provisions of the Specific Relief Act:
Recovery of possession of property
Specific performance of contracts
Rectification of instruments
Rescission of contracts
Cancellation of Instruments
Declaratory decrees
Injunction
Takeover Panorama June 2013: A monthly Newsletter by TakeoverCode Team of Corporate Professionals
SEBI Order in the matter of M/s Gujarat Organics Limited, SEBI Order in the matter of M/s Educomp Solutions Limited, CONSENT ORDER IN THE MATTER OF M/S MEUSE KARA & SUNGRACE MAFATLAL LTD., CONSENT ORDER IN THE MATTER OF CHINAR INDUSTRIAL INVESTMENT AND FINANCE LIMITED, Adjudicating/WTM orders, Latest Open Offers, Crossing the threshold pursuant to Buy Back: Applicability of SEBI Takeover Regulations, 2011
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
The document is a lending agreement between the United States Department of the Treasury and entities seeking to borrow funds. It outlines the terms of the lending relationship, including defining key terms, the process for obtaining loans, interest rates, loan repayment terms, use of collateral to secure loans, and events of default. The entity borrowing the funds pledges collateral to secure the loan and promises to repay all loan amounts and interest due according to the terms of the agreement.
This document is a motion filed in bankruptcy court by Flat Out Crazy, LLC and affiliated debtors seeking authorization to pay prepetition employee wages, salaries, benefits and related obligations. The debtors operate Asian restaurants and stir fry restaurants employing around 1,185 employees. The motion argues that paying prepetition employee obligations is essential to maintaining employee morale and productivity during the bankruptcy process to prevent disruption of business operations and pursue a successful reorganization.
Billl No. 28-0086 Amendment To Provide For A Uniform Statutory Form Power...guestd06442
This bill proposes amendments to Title 12 of the Virgin Islands Code to provide a uniform statutory form for powers of attorney. The statutory form would standardize the creation of powers of attorney and facilitate their acceptance. It includes sections for designating an agent and successor agents, granting general and specific authorities to the agent, and contains important information for principals and agents. The bill aims to promote uniformity in powers of attorney based on forms adopted in other states that have increased clarity and understanding.
The document summarizes the key aspects of the Banking and Financial Institution Act 1989 (BAFIA) in Malaysia, including requirements for banking licenses, application processes, conditions that can be imposed, and actions that can be taken such as revoking a license. Examples are provided to illustrate each section. Key points covered include needing a license to operate a bank, finance company or money broking business; submitting license applications to the central bank; the minister granting or refusing licenses based on recommendations; conditions that can be imposed or revoked; imposing restrictions instead of revoking a license; and surrendering a license.
Aerospace CrdtAff Pre Prod Spd Jan07 to Dec07taxman taxman
This document is an affidavit for an aerospace industry tax credit in Washington state for qualified preproduction development expenditures made between January 1, 2007 and December 31, 2007. Taxpayers must provide estimated expenditures, B&O taxable amounts, and credit amounts on lines 1-9. The credit equals 1.5% of qualified expenditures and cannot exceed B&O taxes due. Unused credits cannot be carried forward. An annual report is also required.
Fortune v. first protective ins. co. 2020 fla. app. leBolinLawGroup
The court reversed a summary judgment in favor of an insurer, First Protective Insurance Company, in a bad faith lawsuit brought by policyholders, Patti Fortune and Jeremy Domin. The policyholders filed a claim for hurricane damage that the insurer initially estimated at $3,013.20, but the policyholders' public adjuster estimated much higher damages. The insurer then invoked the policy's appraisal process before the policyholders filed a Civil Remedy Notice of Insurer's Violations (CRN) alleging bad faith. The appraisal process determined damages were $121,516.55, which the insurer paid after the 60-day cure period in the CRN. The trial court found the insurer cured the CRN by
McKesson reported substantial progress in the past fiscal year by meeting key goals across its operations. In its supply management business, revenues grew 13% while operating margin improved 14 basis points. The information technology segment stabilized its customer and employee bases and saw its first year-over-year revenue gain in seven quarters. Looking ahead, McKesson is well positioned for continued growth due to positive industry fundamentals and its integrated solutions approach.
Morgan Stanley Dean Witter reported record quarterly operating results for Q2 1999, with net income up 35% to $1.15 billion and diluted EPS up 42% to $1.95 per share. Net revenues increased 23% to $5.7 billion, driven by strong performances across institutional securities, investment banking, and private client businesses. The company also saw improved credit quality and higher transaction volume in its credit services segment. Overall, Morgan Stanley Dean Witter had another very successful quarter with significant revenue and earnings growth across all business lines.
The document is a business intelligence portfolio for Chris Bull containing examples of his skills and experience in areas such as data modeling, SQL programming, SQL Server Integration Services, SQL Server Analysis Services, MDX programming, SQL Server Reporting Services, PerformancePoint Server, and SharePoint Server. It includes samples of his work developing ETL processes, cubes, reports, and other BI solutions. It also provides a summary of his 14 years of IT experience and 2 recommendations from academic references.
The debtor, Cordillera Golf Club, LLC, filed an application seeking approval to retain GA Keen Realty Advisors, LLC as its real estate advisor nunc pro tunc to the petition date. GA Keen Realty will assist the debtor by raising debt or equity capital to fund a reorganization plan, refinance properties, or sell properties. GA Keen Realty will receive transaction fees ranging from 2-6% of proceeds depending on the type of transaction closed. The application seeks to waive certain fee application requirements and employ GA Keen Realty under an incentive-based fee structure customary for its commercial real estate advisory services.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are consistent with those approved in other large chapter 11 cases and will help streamline the professional compensation process.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking approval of procedures for interim compensation and reimbursement of expenses for professionals retained in the chapter 11 case. The motion requests that professionals be allowed to submit monthly fee applications for payment of 80% of fees and 100% of expenses, with interim fee applications submitted every three months. The procedures are intended to streamline the payment process in this large chapter 11 case.
Aig Real Estate Agents Professional Indemnity Insurance Proposal Form ImportantAIGdocs
This document is an insurance proposal form for Real Estate Agents Professional Indemnity Insurance from American Home Assurance Company. It contains sections for details of the proposer, business, claims information, risk management procedures, details of insurance, and a declaration. Key points include that the policy is on a claims-made and notified basis, the proposer has a duty of disclosure, and the declaration must be signed and dated to complete the proposal.
This document summarizes a court case between Aqua Spa, Marieta Lopez, Emile Hassell (plaintiffs), and Riffort Village Directory NV, Riffort Village NV, and Aruba Bank NV (defendants). The plaintiffs claim that Riffort unlawfully terminated their lease for a spa and that the defendants acted unlawfully against the plaintiffs. They are seeking damages. The defendants argue that Aqua Spa was in long-term default on its loan obligations to the bank and failed to provide adequate collateral or repayment plans. The bank then terminated the credit agreement and exercised its lien on the spa inventory.
This document provides an overview of specific relief under Indian law. It discusses key concepts like specific performance of contracts and recovery of possession of property. Specific relief refers to a form of judicial remedy where a party is compelled by a civil court to do or refrain from doing a certain act. The Specific Relief Act of 1877 governs specific relief in India and is based on principles of equity. It allows for specific performance of contracts for sale of immovable property, partial performance of contracts where part of the obligation cannot be fulfilled, and rights of purchasers against vendors with imperfect title. Certain types of contracts cannot be specifically enforced, such as those requiring continuous performance over 3 years or those with uncertain terms.
The Specific Relief of Act 1877
The Law of Limitation Act, 1908
ARNAB KUMAR DAS
Port City International University,
Chittagong, Bangladesh.
SID: LLB 00305037
This document summarizes Colorado statutes regarding the dissolution of marriage and parental responsibilities. It focuses on section 14-10-114, which establishes guidelines for determining temporary maintenance (alimony) during divorce proceedings. There is a rebuttable presumption that the higher earning spouse will pay the lower earning spouse a specific amount of temporary maintenance based on a formula, for combined annual incomes up to $75,000. For incomes over $75,000, the court has discretion to determine temporary maintenance amounts based on factors like financial need and future earning potential. The temporary maintenance guidelines do not determine permanent maintenance orders.
he Specific Relief Act, 1963 is an Act of the Parliament of India which provides remedies for persons whose civil or contractual rights have been violated. It replaced an earlier Act of 1877. The following kinds of remedies may be granted by a court under the provisions of the Specific Relief Act:
Recovery of possession of property
Specific performance of contracts
Rectification of instruments
Rescission of contracts
Cancellation of Instruments
Declaratory decrees
Injunction
Takeover Panorama June 2013: A monthly Newsletter by TakeoverCode Team of Corporate Professionals
SEBI Order in the matter of M/s Gujarat Organics Limited, SEBI Order in the matter of M/s Educomp Solutions Limited, CONSENT ORDER IN THE MATTER OF M/S MEUSE KARA & SUNGRACE MAFATLAL LTD., CONSENT ORDER IN THE MATTER OF CHINAR INDUSTRIAL INVESTMENT AND FINANCE LIMITED, Adjudicating/WTM orders, Latest Open Offers, Crossing the threshold pursuant to Buy Back: Applicability of SEBI Takeover Regulations, 2011
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
The debtor, Cordillera Golf Club, LLC, filed a motion seeking authorization to retain and pay certain professionals utilized in the ordinary course of business without requiring each professional to file a formal application for employment. The motion proposed procedures for retaining ordinary course professionals, including requiring the professionals to file declarations of disinterestedness, limiting monthly payments to $25,000 per professional absent a fee application, and requiring the debtor to file quarterly reports on payments to the professionals. The debtor argued this relief was necessary to avoid disruption to its business operations and pending litigation matters.
The document is a lending agreement between the United States Department of the Treasury and entities seeking to borrow funds. It outlines the terms of the lending relationship, including defining key terms, the process for obtaining loans, interest rates, loan repayment terms, use of collateral to secure loans, and events of default. The entity borrowing the funds pledges collateral to secure the loan and promises to repay all loan amounts and interest due according to the terms of the agreement.
This document is a motion filed in bankruptcy court by Flat Out Crazy, LLC and affiliated debtors seeking authorization to pay prepetition employee wages, salaries, benefits and related obligations. The debtors operate Asian restaurants and stir fry restaurants employing around 1,185 employees. The motion argues that paying prepetition employee obligations is essential to maintaining employee morale and productivity during the bankruptcy process to prevent disruption of business operations and pursue a successful reorganization.
Billl No. 28-0086 Amendment To Provide For A Uniform Statutory Form Power...guestd06442
This bill proposes amendments to Title 12 of the Virgin Islands Code to provide a uniform statutory form for powers of attorney. The statutory form would standardize the creation of powers of attorney and facilitate their acceptance. It includes sections for designating an agent and successor agents, granting general and specific authorities to the agent, and contains important information for principals and agents. The bill aims to promote uniformity in powers of attorney based on forms adopted in other states that have increased clarity and understanding.
The document summarizes the key aspects of the Banking and Financial Institution Act 1989 (BAFIA) in Malaysia, including requirements for banking licenses, application processes, conditions that can be imposed, and actions that can be taken such as revoking a license. Examples are provided to illustrate each section. Key points covered include needing a license to operate a bank, finance company or money broking business; submitting license applications to the central bank; the minister granting or refusing licenses based on recommendations; conditions that can be imposed or revoked; imposing restrictions instead of revoking a license; and surrendering a license.
Aerospace CrdtAff Pre Prod Spd Jan07 to Dec07taxman taxman
This document is an affidavit for an aerospace industry tax credit in Washington state for qualified preproduction development expenditures made between January 1, 2007 and December 31, 2007. Taxpayers must provide estimated expenditures, B&O taxable amounts, and credit amounts on lines 1-9. The credit equals 1.5% of qualified expenditures and cannot exceed B&O taxes due. Unused credits cannot be carried forward. An annual report is also required.
Fortune v. first protective ins. co. 2020 fla. app. leBolinLawGroup
The court reversed a summary judgment in favor of an insurer, First Protective Insurance Company, in a bad faith lawsuit brought by policyholders, Patti Fortune and Jeremy Domin. The policyholders filed a claim for hurricane damage that the insurer initially estimated at $3,013.20, but the policyholders' public adjuster estimated much higher damages. The insurer then invoked the policy's appraisal process before the policyholders filed a Civil Remedy Notice of Insurer's Violations (CRN) alleging bad faith. The appraisal process determined damages were $121,516.55, which the insurer paid after the 60-day cure period in the CRN. The trial court found the insurer cured the CRN by
McKesson reported substantial progress in the past fiscal year by meeting key goals across its operations. In its supply management business, revenues grew 13% while operating margin improved 14 basis points. The information technology segment stabilized its customer and employee bases and saw its first year-over-year revenue gain in seven quarters. Looking ahead, McKesson is well positioned for continued growth due to positive industry fundamentals and its integrated solutions approach.
Morgan Stanley Dean Witter reported record quarterly operating results for Q2 1999, with net income up 35% to $1.15 billion and diluted EPS up 42% to $1.95 per share. Net revenues increased 23% to $5.7 billion, driven by strong performances across institutional securities, investment banking, and private client businesses. The company also saw improved credit quality and higher transaction volume in its credit services segment. Overall, Morgan Stanley Dean Witter had another very successful quarter with significant revenue and earnings growth across all business lines.
The document is a business intelligence portfolio for Chris Bull containing examples of his skills and experience in areas such as data modeling, SQL programming, SQL Server Integration Services, SQL Server Analysis Services, MDX programming, SQL Server Reporting Services, PerformancePoint Server, and SharePoint Server. It includes samples of his work developing ETL processes, cubes, reports, and other BI solutions. It also provides a summary of his 14 years of IT experience and 2 recommendations from academic references.
Graduate School pays off for University- bussiness story ready to editFalicya Crace
Coastal Carolina University offers graduate programs in four schools that are profitable investments for the university. With over 600 graduate students enrolled in 2014, Coastal brought in nearly $2 million in tuition that year. While revenue is important, graduate programs also enhance the academic community through increased intellectual discourse. Certain science programs may have higher costs but are offset by additional grants and contracts attracted by faculty research. Coastal aims to expand its graduate offerings and expects to generate millions more in tuition over the next four years.
Manufacturer of Commercial Chairs, Meeting Room Chairs & Executive Series Chairs offered by Divine Chairs Pvt. Ltd. from Navi Mumbai, Maharashtra, India.
Design: From Engineer to Designer PerspectiveAlan Ho
The document discusses design from the perspectives of engineers and interaction designers. For engineers, the design process considers F3 - form, fit, and function. However, designers sometimes overly focus on F3 and lose sight of other essentials like finish and meaning that mainly concern users. The most important element for interaction design is meaning, as designers are creating for humans, not machines, and users make sense of designs based on meaning. Designers are reminded to always include finish and meaning alongside F3 in their designs.
Online Customer Order Booking Portal (eCommerce Solution)Mayank Chanlawala
Application suggest vendor product like if we consider Tata steel then this portal will display all the product and it’s descriptions. Once the user select product and it’s his requirement then system will start searching available inventory from all service center , vendor , all plants. If system finds required material it will suggest the free material and for remaining material suggest lead time(delivery time).
This document provides a summary of McKesson Corporation's presentation at the 2002 Raymond James Conference. It discusses McKesson's strong financial performance over the past years, with revenue growth of 15% in the most recent quarter and EPS growth of 31%. The presentation reviews each of McKesson's business units - Pharmaceutical Solutions, Medical-Surgical Solutions, and Information Solutions - and their strategies, market positions, and financial results. McKesson's goals are continued margin expansion and leadership across its business segments to deliver sustained financial performance and value for customers and shareholders.
The document discusses how social media research can provide insights into customer needs and conversations to help businesses better serve customers. It outlines several social media research techniques including active web listening to harvest online conversations, private online communities to engage with customers for product development and feedback, and online tools like forums, surveys and video reviews for qualitative research. The purpose is to connect market research expertise with new technologies to gain a deeper understanding of customers.
This document discusses how to set up a digital video recorder (DVR) using a computer. It explains that a DVR allows you to record live TV and watch shows on your schedule by connecting a TV tuner to your computer along with either a cable connection or antenna. It recommends using EyeTV software on a Mac computer as it integrates with other Apple devices like iPhone, iPad and Apple TV. The document provides an example setup with a Mac Mini server running EyeTV to record shows and an Apple TV to view recordings throughout the home.
The document discusses systematized innovation and an innovation process and model. It describes five approaches to innovation: subtraction, division, multiplication, task unification, and attribute dependency change. It also outlines values like people, passion, teamwork, partnership, and innovation. The document advocates challenging the status quo, celebrating ideas, disruptive technologies/services, and humanistic marketing principles.
The Dutch government is developing a national strategy for open educational resources (OER) through several initiatives. These include OpenER at Open University Netherlands and Delft University of Technology, offering open online courses. The Spinoza Series features courses from top researchers. The Networked Open Polytechnic explores open models for vocational education. Wikiwijs, launched in 2009, aims to be a national platform for teachers to find, create and share OER across all educational sectors. While there is no overarching plan, these diverse but coordinated efforts demonstrate an emerging national OER strategy in the Netherlands.
Merrill Lynch Health Services Investor Conferencefinance2
John Hammergren, CEO of McKesson, presented an overview of the company and its healthcare businesses. McKesson's pharmaceutical distribution business saw 20% revenue growth in Q2 but declining margins due to fewer drug price increases. The medical-surgical and technology businesses grew revenues slightly with mixed profit results. For the fiscal year, McKesson expects EPS of $2.00-$2.20 assuming drug price increases within historical ranges.
This document contains amendments to Quest Diagnostics Incorporated's Restated Certificate of Incorporation. Specifically:
1) It increases the total number of authorized shares from 110 million to 610 million, with 10 million shares having a par value of $1 and 600 million shares having a par value of $0.01.
2) It changes the registered office and registered agent of the corporation in Delaware.
3) It restates the entire Certificate of Incorporation, integrating all previous amendments without further changing any provisions. The restated certificate outlines the corporation's name, purpose, capitalization structure, and rights/limitations of different share classes.
This document is a Restated Certificate of Incorporation for Quest Diagnostics Incorporated that was filed with the Secretary of State. It restates the provisions of the original Certificate of Incorporation and amendments without further changing them. The document outlines the corporation's name, address, purpose, capitalization structure including 10 million shares of preferred stock with a $1 par value and 100 million shares of common stock with a $0.01 par value. It also defines the rights and limitations of the preferred and common stock shares.
GM_Corporate Governance_Certificate of IncorporationManya Mohan
This document is General Motors Corporation's restated certificate of incorporation filed on March 1, 2004. It outlines the corporation's name, registered office location, objectives and purposes, which include manufacturing and dealing in vehicles and parts. It also specifies the authorized capital stock including 6 million shares of preferred stock, 100 million shares of preference stock, and 2 billion shares of common stock. It provides details on voting rights, dividends, liquidation preferences and redemption terms for each class and series of stock.
The document is a restated certificate of incorporation for Dana Holding Corporation that outlines changes to the company's capital structure and governance. Key points include:
- The authorized capital stock is increased to 500 million total shares, with 450 million shares of common stock and 50 million shares of preferred stock.
- The board of directors is authorized to issue preferred stock in series and determine designations for each series.
- Provisions are added regarding stockholder actions, nomination of directors, and requirements for amending the certificate of incorporation.
The document is a restated certificate of incorporation for Dana Holding Corporation that outlines changes to the company's capital structure and governance. Key points include:
- The authorized capital stock is increased to 500 million total shares, with 450 million shares of common stock and 50 million shares of preferred stock.
- The board of directors is authorized to issue preferred stock in series and determine designations for each series.
- Provisions are added regarding stockholder actions, nomination of directors, and requirements for amending the certificate of incorporation.
This document amends an Agreement and Plan of Merger between The Bear Stearns Companies Inc. and JPMorgan Chase & Co. dated March 16, 2008. The amendment makes several changes to the original agreement, including lowering the exchange ratio for Bear Stearns shares, allowing JPMorgan oversight of Bear Stearns' business operations, and requiring guaranties to replace those provided by JPMorgan if a superior proposal is made. It was entered into to address issues that arose in the interim period to facilitate the acquisition of Bear Stearns by JPMorgan.
This document is a proxy statement from W. R. Berkley Corporation announcing their annual meeting of stockholders on May 20, 2003. The purposes of the meeting are to elect three directors, approve an amendment to the stock option plan, approve an increase in authorized shares of common stock, and ratify the appointment of an independent auditor. The proxy statement provides details on voting procedures, the solicitation of proxies, voting rights of shareholders, and the matters to be voted on at the annual meeting.
This document provides sample articles of incorporation for a company formed under the Business Corporations Act (BC). It includes:
1) An incorporation agreement where the incorporators agree to take shares in the company and adopt the Table 1 Articles.
2) The Table 1 Articles which provide the company's name and address standard provisions around share structures, certificates, transfers and purchases as required by the Business Corporations Act.
3) Signatures of the incorporators to adopt the articles.
This document is a notice of a special shareholder meeting from Clear Channel Communications, Inc. to vote on a proposed merger agreement. The meeting will be held on September 25, 2007 for shareholders to consider and vote on approving the merger agreement between Clear Channel and CC Media Holdings, Inc., which is being formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. If approved, each Clear Channel share will be converted into the right to receive either $39.20 in cash or one share of Class A common stock of Holdings, subject to certain limitations. The board unanimously recommends shareholders vote for approval of the merger agreement.
Andor Projects, LLC is offering $10 million in LLC memberships priced at $500 each through a private placement memorandum. A minimum of $5 million must be raised. The funds will be used at the company's discretion and there is a high risk of loss for investors. The securities are highly speculative and exempt from registration with the SEC and state regulators.
1) The document is a Restated Certificate of Incorporation for Chevron Corporation that outlines its corporate details such as name, registered office, purpose, stock structure, and board of director voting rights.
2) It specifies that Chevron was originally incorporated as Standard Oil Company of California and restates its certificate of incorporation.
3) The document defines the stock structure including 100 million shares of preferred stock and 6 billion shares of common stock, and gives the board of directors authority to determine stock classes and voting rights.
The document announces the 2007 Annual Meeting of Stockholders of The Black & Decker Corporation to be held on April 19, 2007. The purposes of the meeting are to elect 11 directors, ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for 2007, act on one stockholder proposal, and conduct any other business properly brought before the meeting. Stockholders of record as of February 20, 2007 are entitled to vote. The Board of Directors recommends voting "for" the nominees and "against" the stockholder proposal.
The document announces the 2007 Annual Meeting of Stockholders of The Black & Decker Corporation to be held on April 19, 2007. The purposes of the meeting are to elect 11 directors, ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for 2007, act on one stockholder proposal, and conduct any other business properly brought before the meeting. Stockholders of record as of February 20, 2007 are entitled to vote. The Board of Directors recommends voting "for" the nominees and "against" the stockholder proposal.
This document provides information about the upcoming annual meeting of shareholders of W. R. Berkley Corporation, including:
1) Four directors are up for election to serve three-year terms.
2) Shareholders will vote on approving a new long-term incentive plan and amending the certificate of incorporation to increase authorized shares.
3) Shareholders will be asked to ratify the appointment of KPMG LLP as the company's auditors.
4) Details are provided on the nominees for director, matters to be voted on, voting procedures, and solicitation of proxies.
Clear Channel Communications filed an 8-K form with the SEC to provide notice of amendments to stock option agreements and restricted stock award agreements under its 2001 Stock Incentive Plan. The filing includes exhibits with the full text of the amended agreement forms. The purpose of the amendments is to permit electronic acceptance of the agreements.
This document is the proxy statement for Berkley W R Corp's annual meeting of shareholders on May 10, 2005. It provides information on voting procedures, the election of three directors, and the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm. Biographical information and backgrounds are given for all nominees for director and continuing directors.
This document outlines amended and restated bylaws for Office Depot, Inc. It addresses topics such as locations of registered offices, requirements for stockholder meetings, procedures for voting, and rules regarding actions taken by written consent. Key details include allowing the CEO to determine the annual stockholder meeting date and location, requiring at least 10 days notice for stockholder meetings, establishing quorum as a majority of outstanding shares, and permitting actions by written consent with consent forms signed by the required minimum number of stockholders.
This document outlines amended and restated bylaws for Office Depot, Inc. Key points include:
- It establishes procedures for stockholder meetings, including annual meetings, special meetings, notice requirements, and quorum.
- It details voting procedures for stockholders, including majority vote requirements for most matters and plurality vote for contested director elections.
- It includes a resignation policy requiring directors who do not receive a majority of votes to resign, subject to board review.
- It allows for stockholder action by written consent without a meeting under certain conditions.
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valero energy Quarterly and Other SEC Reports 2004 3rd
1. Exhibit 3.04
SECOND
CERTIFICATE OF AMENDMENT
to the
RESTATED CERTIFICATE OF INCORPORATION
of
VALERO ENERGY CORPORATION
Valero Energy Corporation (the quot;Corporationquot;), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the quot;DGCLquot;),
hereby adopts this Certificate of Amendment (this quot;Certificate of Amendmentquot;), which amends
its Restated Certificate of Incorporation, as amended by the Certificate of Designation filed
July 31, 1997, the Certificate of Amendment filed July 31, 1997, the Certificate of Merger filed
December 31, 2001 and the Certificate of Designation filed June 30, 2003 (as amended, the
quot;Restated Certificate of Incorporationquot;), as described below, and does hereby further certify that:
1. The name of the Corporation is Valero Energy Corporation.
2. At a meeting of the Board of Directors of the Corporation resolutions were duly
adopted setting forth a proposed amendment of the Restated Certificate of Incorporation
(the quot;Amendmentquot;), declaring the Amendment to be advisable and calling a meeting of the
stockholders of the Corporation for consideration thereof. The resolution setting forth the
Amendment is as follows:
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors adopts
and approves amending and restating the first paragraph of Article IV of the
Restated Certificate of Incorporation of the Company to read in its entirety as
follows (the quot;Charter Amendmentquot;):
quot;The total number of shares of all classes of stock that the
corporation shall have authority to issue is 620,000,000 shares,
divided into classes as follows: 600,000,000 shares shall be
Common Stock, par value $0.01 per share (quot;Common Stockquot;); and
20,000,000 shares shall be Preferred Stock, par value $0.01 per
share (quot;Preferred Stockquot;). Shares of any class of stock of the
corporation may be issued for such consideration and for such
corporate purposes as the Board of Directors of the corporation
may from time to time determine.quot;
2. 3. Pursuant to resolutions of its Board of Directors, a special meeting of the
stockholders of the Corporation was duly called and held, upon notice in accordance with
Section 222 of the DGCL, at which meeting the necessary number of shares as required by
statute and the Restated Certificate of Incorporation were voted in favor of the Amendment.
4. The Amendment was duly adopted in accordance with the provisions of Section
242 of the DGCL.
5. Pursuant to Section 103(d) of the DGCL, the Amendment will become effective
upon its filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed on
its behalf this 17th day of September, 2004.
VALERO ENERGY CORPORATION
By: /s/ Jay D. Browning
Jay D. Browning
Vice President & Secretary
3. Exhibit 10.01
Valero Energy Corporation
Notice of Grant of Stock Option
ID: 74-1828067
and Option Agreement P.O. Box 696000
San Antonio, TX 78269-6000
Gregory C. King
Effective October 21, 2004, you have been granted an option to buy 38,000 shares of the common stock of Valero
Energy Corporation (the “Company”) at $42.71 per share.
Your Options will vest on the dates shown below.
Shares Grant Date Full Vest Expiration
7,600 10/21/04 10/21/05 10/21/14
7,600 10/21/04 10/21/06 10/21/14
7,600 10/21/04 10/21/07 10/21/14
7,600 10/21/04 10/21/08 10/21/14
7,600 10/21/04 10/21/09 10/21/14
By your signature and the Company's signature below, you and the Company agree that the Option referenced above is
granted under and governed by the terms and conditions of the Company's 2001 Executive Stock Incentive Plan and
the Option Agreement attached hereto, all of which are made a part of this agreement.
VALERO ENERGY CORPORATION
By: /s/ Mike Crownover Oct. 21, 2004
Mike Crownover Date
Director - Human Resources
/s/ Gregory C. King Oct. 21, 2004
Date
Gregory C. King
Employee
4. OPTION AGREEMENT
Valero Energy Corporation 2001 Executive Stock Incentive Plan
This Option Agreement (“Agreement”) is entered into between Valero Energy Corporation, a Delaware corporation
(“Valero”), and Employee pursuant to the terms of the Valero Energy Corporation 2001 Executive Stock Incentive Plan
(“Plan”). As used herein, Employee means Gregory C. King. Capitalized terms used in this Agreement but not otherwise
defined in this Agreement have the meanings set forth in the Plan.
1. Grant of Option. Valero grants to Employee the option (“Option”) to purchase up to 38,000 shares of Common
Stock of Valero, $.01 par value per share (“Shares”), in accordance with the terms of this Agreement and the Plan. The Shares,
when issued to Employee upon the exercise of the Option, will be fully paid and non-assessable.
2. Purchase Price. The purchase price of the Shares will be $42.71 per Share.
3. Exercise of Option. The period during which the Option is in effect (“Option Period”) will commence on October
21, 2004. The Option Period will terminate on October 21, 2014 No portion of the Option may be exercised prior to October 21,
2005. Subject to the provisions of the Plan relating to suspension or termination from the Plan, the Option will be available for
exercise in the following increments: 7,600 shares on 10/21/05; 7,600 shares on 10/21/06; 7,600 shares on 10/21/07; 7,600 shares
on 10/21/08; and 7,600 shares on 10/21/09.
If the Employee desires to exercise the Option, Employee must deliver written notice to Stock Plan Administration of
Valero substantially in the form of the attached Form A (“Exercise Notice”). The Option must be exercised in accordance with
one of the methods for exercise set forth in the attached form of Exercise Notice. The date on which the Exercise Notice is
received by Valero will be the “Exercise Date.” The completed Exercise Notice must include the number of Shares with respect
to which the Option is being exercised. Payment for the Shares will be made at Valero’s San Antonio offices.
If any law or regulation requires Valero to take any action with respect to the Shares specified in the Exercise Notice, then
the date of delivery of the Shares against payment will be extended for the period necessary to take such action. In the event of
any failure by Employee to pay for the number of Shares specified in the Exercise Notice on the Settlement Date, as the same may
be extended as provided above, the exercise of the Option with respect to such number of Shares will be treated as if it had never
been made.
4. Plan Incorporated by Reference. The Plan is incorporated herein, and by this reference, is made a part hereof for
all purposes.
5. Limitation of Rights of Employee. Employee will have no rights with respect to any Shares not expressly
conferred by the Plan or this Agreement.
6. No Assignment. This Agreement and the Option granted hereunder are of a personal nature and Employee’s rights
with respect hereto and thereto may not be sold, mortgaged, pledged, assigned, transferred, conveyed or disposed of in any
manner by Employee, and may not be exercised by any person, other than Employee, except as expressly permitted under the
Plan. Any such attempted sale, mortgage, pledge, assignment, transfer, conveyance, disposition or exercise will be void, and
Valero will not be bound thereby.
7. Successors. This Agreement is binding upon any successors of Valero and the heirs, successors and legal
representatives of Employee.
8. Direct Registration. Employee agrees that in lieu of stock certificates, any Shares issuable in connection with the
exercise of the Options may be issued in uncertificated form pursuant to the Direct Registration Service of Valero’s stock transfer
agent.
5. EXHIBIT 10.02
SCHEDULE OF STOCK OPTION AGREEMENTS
dated October 21, 2004
The following have executed Stock Option Agreements substantially in the form of the agreement
attached as Exhibit 10.01 (the “Exhibit”) to the Valero Energy Corporation Form 10-Q for the quarter
ended September 30, 2004.
Keith D. Booke
Michael S. Ciskowski
William R. Klesse
The following information sets forth the material details in which the Stock Option Agreements described
in this Schedule differ from the Exhibit.
Named Executive Officer Number of Options
Keith D. Booke 23,000
Michael S. Ciskowski 23,000
William R. Klesse 34,000
6. Exhibit 10.03
RESTRICTED STOCK AGREEMENT
Valero Energy Corporation 2001 Executive Stock Incentive Plan
This Restricted Stock Agreement (“Agreement”) is between Valero Energy Corporation, a Delaware corporation (“Valero”), and
Gregory C. King, an employee of Valero Energy Corporation or one of its Affiliates (“Employee”), who agree as follows:
1. Introduction. Pursuant to the Valero Energy Corporation 2001 Executive Stock Incentive Plan (the “Plan”), on
October 21, 2004, Employee was awarded 15,000 shares of Common Stock of Valero (“Restricted Stock”) under the Plan to Employee as
“Restricted Stock” (as defined in the Plan). The parties hereby enter into this Agreement to evidence the terms, conditions and restrictions
applicable to the Restricted Stock.
2. The Plan, Restrictions, Vesting. The Plan is 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
Compensation 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 Employee's rights to and interest in the shares of Restricted Stock described herein shall vest and accrue to
Employee in the following increments: 3,000 shares on 10/21/05; 3,000 shares on 10/21/06; 3,000 shares on 10/21/07; 3,000 shares
on 10/21/08; and 3,000 shares on 10/21/09. The restrictions described in Section 2 of this Agreement shall terminate prior to the
expiration of such five-year period (i) upon the retirement, death or total and permanent disability of Employee, or (ii) if a Change
of Control with respect to Valero should occur, as set forth in Section 8 of the Plan. In the event Employee's employment with
Valero is terminated, the provisions set forth in Section 6(h)(vii) of the Plan shall apply.
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. Limitation. The Employee shall have no rights with respect to any shares of Restricted Stock not expressly conferred by
the Plan or this Agreement.
4. Miscellaneous. All capitalized terms contained in this Agreement shall have the definitions set forth in 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.
EFFECTIVE as of the 21st day of October, 2004.
VALERO ENERGY CORPORATION
/s/ Mike Crownover______________________
Mike Crownover
Director-Human Resources
/s/ Gregory C. King_______________________
Gregory C. King
Employee
7. EXHIBIT 10.04
SCHEDULE OF RESTRICTED STOCK AGREEMENTS
dated October 21, 2004
The following have executed Restricted Stock Agreements substantially in the form of the agreement
attached as Exhibit 10.03 (the “Exhibit”) to the Valero Energy Corporation Form 10-Q for the quarter
ended September 30, 2004.
Keith D. Booke
Michael S. Ciskowski
William R. Klesse
The following information sets forth the material details in which the Restricted Stock Agreements
described in this Schedule differ from the Exhibit.
Named Executive Officer Number of Shares of Restricted Stock
Keith D. Booke 9,000
Michael S. Ciskowski 9,000
William R. Klesse 14,000
8. Exhibit 10.05
RESTRICTED UNIT AGREEMENT
This Restricted Unit Agreement (the “Agreement”) dated October 21, 2004 is by and between
Valero Energy Corporation, a Delaware corporation (“Valero”), and William E. Greehey, Chief
Executive Officer of Valero (“Greehey”).
1. Grant of Restricted Units. Valero hereby grants to Greehey 138,350 “Restricted Units”
representing the right to receive certain cash payments from Valero on the Vesting Dates set
forth below. The amount of cash payable to Greehey on each Vesting Date will be equal to
the product of: (a) the number of Restricted Units vesting on that date, multiplied by (b) the
fair market value on that date of one share of Valero common stock, $.01 par value
(“Common Stock”). For purposes of this Agreement, “fair market value” means the average
of the “high” and “low” reported sales price per share of Common Stock as reported on the
New York Stock Exchange as of the relevant measuring date, or if there are no sales on the
NYSE on that measuring date, then as of the next following day on which there were sales.
2. Dividend Rights. In addition to the right to receive cash on each Vesting Date as described
in Section 1 above, Greehey will be entitled to receive periodic cash payments in relation to
dividends that are paid on Valero’s common stock (the “Dividend Rights”). For purposes of
the settlement of Greehey’s Dividend Rights under this Agreement, Greehey will be deemed
to be a holder of one share of Valero Common Stock for each unvested Restricted Unit held
by Greehey. As and when dividends are declared on Valero’s Common Stock, in settlement
of the Dividend Rights granted hereunder Greehey will be entitled to receive a cash
payment equal to the product of: (a) the declared dividend per share on Valero’s Common
Stock, multiplied by (b) the number of unvested Restricted Units held by Greehey on the
dividend record date.
3. Vesting. The Restricted Units will vest in the following increments on the following dates:
46,117 on October 21, 2005; 46,117 on October 21, 2006; and 46,116 on October 21, 2007
(each a “Vesting Date”).
4. Termination of Employment. If Greehey’s employment with Valero is terminated by
Greehey (whether through retirement, death, disability or otherwise), or is terminated by
Valero without “cause” (as defined per the Employment Agreement then in effect between
Valero and Greehey, or if none, then the Employment Agreement presently in effect on the
date hereof, as amended) (hereafter, as applicable, the “Employment Agreement”), then any
Restricted Units that have not vested as of the date of termination of Greehey’s employment
shall not be forfeited and shall continue to vest in accordance with the vesting schedule set
forth in Section 3 above. If, however, Greehey’s employment is terminated by Valero for
“cause” (as defined per the Employment Agreement), then those Restricted Units that have
not yet vested on the date of termination of Greehey’s employment shall be forfeited as of
that date and Greehey shall not be entitled to Dividend Rights or any other payments with
respect thereto.
9. 5. Withholding. Valero is hereby authorized to withhold from any settlement of the Restricted
Units or Dividend Rights the amount of any applicable withholding taxes with respect to
such settlement, and to take any other action necessary to satisfy all obligations for the
payment of the taxes.
6. Reorganization Event. In the event of any stock dividend, rights distribution, split-up,
recapitalization, share exchange, merger, consolidation, stock acquisition, spin-off,
separation, reorganization, liquidation or other similar event (any one of which being
hereafter referred to as a “Reorganization Event”), as a result of which (i) shares or other
securities of any class or rights shall be issued in respect of outstanding shares of Common
Stock, or (ii) shares of Common Stock shall be changed into the same or a different number
of shares of the same or another class or classes or other securities, then the Restricted Units
granted under this Agreement shall be affected as follows. Upon the closing of the
Reorganization Event, each unvested Restricted Unit shall be treated as one share of
Common Stock for purposes of determining the number of unvested Restricted Units owned
by Greehey immediately following the Reorganization Event.
7. Change of Control. Defined. A “Change of Control” shall be deemed to occur when:
(a) the stockholders of Valero approve any agreement or transaction pursuant to which:
(i) Valero will merge or consolidate with any other entity (other than a wholly
owned subsidiary of Valero) and will not be the surviving entity (or in which Valero
survives only as the subsidiary of another entity); (ii) Valero will sell all or
substantially all of its assets to any other person or entity (other than a wholly
owned subsidiary of Valero); or (iii) Valero will be liquidated or dissolved;
(b) any quot;personquot; or quot;groupquot; (as these terms are used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934) other than Valero, any subsidiary of Valero, any
employee benefit plan of Valero or its subsidiaries, or any entity holding shares of
Common Stock for or pursuant to the terms of such employee benefit plans, is or
becomes an quot;Acquiring Personquot; as defined in the Rights Agreement dated June 18,
1997 between Valero and Computershare Investor Services, L.L.C., as successor
Rights Agent to Harris Trust and Savings Bank, as amended (or any successor Rights
Agreement), or, if no Rights Agreement is then in effect, such person or group
acquires or holds such number of shares as, under the terms and conditions of the
most recent such Rights Agreement to be in force and effect, would have caused
such person or group to be an quot;Acquiring Personquot; thereunder;
(c) any quot;personquot; or quot;groupquot; shall commence a tender offer or exchange offer for 15% or
more of the shares of Common Stock then outstanding, or for any number or amount
of shares of Common Stock which, if the tender or exchange offer were to be fully
subscribed and all shares of Common Stock for which the tender or exchange offer is
made were to be purchased or exchanged pursuant to the offer, would result in the
acquiring person or group directly or indirectly beneficially owning 50% or more of
the shares of Common Stock then outstanding;
10. (d) individuals who, as of any date, constitute Valero’s Board of Directors (the
quot;Incumbent Boardquot;) thereafter cease for any reason to constitute at least a majority of
the Board of Directors; provided, however, that any individual becoming a director
whose election, or nomination for election by Valero's stockholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a person or group other than the Board of
Directors;
(e) the occurrence of the Distribution Date (as defined in the Rights Agreement dated
June 18, 1997 between Valero and Computershare Investor Services, L.L.C., as
successor Rights Agent to Harris Trust and Savings Bank, as amended); or
(f) any other event determined by Valero’s Board of Directors or the Compensation
Committee thereof to constitute a quot;Change of Controlquot; hereunder.
8. Actions of Compensation Committee. The Compensation Committee, as constituted before
a Change of Control, is hereby authorized, and has sole discretion to take any one or more of
the following actions, whether in connection with a Change of Control or otherwise:
(a) provide for the acceleration of any vesting periods relating to the Restricted Units to
a date or dates determined by the Compensation Committee;
(b) adjust any unvested Restricted Units as the Compensation Committee deems
appropriate to reflect a Change of Control; or
(c) cause any unvested Restricted Units to be assumed, or new rights substituted
therefor, by the acquiring or surviving corporation after a Change of Control. The
Compensation Committee may in its discretion include other provisions and
limitations in any amended Restricted Unit Agreement as it may deem equitable and
in the best interests of Valero.
9. Rights as Stockholder. Except for the Dividend Rights described above, neither Greehey
nor any person claiming by, through or under Greehey with respect to the Restricted Units
shall have any rights as a stockholder of Valero (including, without limitation, voting rights).
10. Assignment.
(a) This Agreement and Greehey’s interest in the Restricted Units and Dividend Rights
granted by this Agreement are of a personal nature, and, except as expressly
provided below, Greehey’s rights with respect thereto may not be sold, mortgaged,
pledged, assigned, transferred, conveyed or disposed of in any manner by Greehey.
Any such attempted sale, mortgage, pledge, assignment, transfer, conveyance or
disposition shall be void, and Valero shall not be bound thereby.
11. (b) Cash payments upon settlement of the Restricted Units and Dividend Rights may be
made only to Greehey, during his lifetime, or to his beneficiary(ies) after his death.
After Greehey’s death, any cash settlements with respect to Restricted Units or
Dividend Rights will be made to Greehey’s beneficiary(ies) as designated under
Greehey’s Valero Energy Corporation Beneficiary Designation Form, or if there is no such
designation, to the beneficiary(ies) designated in Greehey’s last will and testament.
11. Successors. This Agreement shall be binding upon any successors of Valero and upon the
beneficiaries, legatees, heirs, administrators, executors and legal representatives of Greehey.
12. No Trust Fund. This Agreement shall not create or be construed to create a trust or separate
fund of any kind or any fiduciary relationship between Valero and Greehey or any other
person with respect to the Restricted Units and Dividend Rights. To the extent that any
person acquires a right to receive payments from Valero under this Agreement, such right
shall be no greater than the right of any unsecured general creditor of Valero.
13. Governing Law. The validity, construction, and effect of this Agreement shall be
determined in accordance with the laws of the State of Texas.
VALERO ENERGY CORPORATION
By: /s/ Keith D. Booke
Keith D. Booke
Executive Vice President and
Chief Administrative Officer
/s/ William E. Greehey
WILLIAM E. GREEHEY
12. Exhibit 12.01
VALERO ENERGY CORPORATION AND SUBSIDIARIES
STATEMENTS OF COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
AND RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Millions of Dollars)
Nine Months
Ended Year Ended December 31,
September 30,
2004 2003 2002 2001 2000 1999
Ratio of Earnings to Fixed Charges:
Earnings:
Income from continuing operations
before income tax expense,
minority interest in net income of
Valero L.P., distributions on preferred
securities of subsidiary trusts and
income from equity investees ............... $ 1,977.1 $ 980.8 $ 191.5 $ 913.0 $ 530.4 $ 17.9
Add:
Fixed charges ........................................ 301.4 395.5 408.9 143.2 114.6 80.2
Amortization of capitalized interest ...... 5.2 6.2 5.7 5.3 5.1 5.2
Distributions from equity investees ...... 31.7 26.5 4.8 2.8 9.2 4.0
Less:
Interest capitalized ................................ (27.0) (26.3) (16.2) (10.6) (7.4) (5.8)
Distributions on preferred securities
of subsidiary trusts ............................ - (16.8) (30.0) (13.4) (6.8) -
Minority interest in net income of
Valero L.P......................................... - (2.4) (14.1) - - -
Total earnings ........................................... $ 2,288.4 $ 1,363.5 $ 550.6 $ 1,040.3 $ 645.1 $ 101.5
Fixed charges:
Interest expense, net.............................. $ 195.6 $ 261.3 $ 285.7 $ 88.5 $ 76.3 $ 55.4
Interest capitalized ................................ 27.0 26.3 16.2 10.6 7.4 5.8
Rental expense interest factor (1).......... 78.8 91.1 77.0 30.7 24.1 19.0
Distributions on preferred securities
of subsidiary trusts ............................ - 16.8 30.0 13.4 6.8 -
Total fixed charges ................................... $ 301.4 $ 395.5 $ 408.9 $ 143.2 $ 114.6 $ 80.2
Ratio of earnings to fixed charges............. 7.6x 3.4x 1.3x 7.3x 5.6x 1.3x
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends:
Total earnings ........................................... $ 2,288.4 $ 1,363.5 $ 550.6 $ 1,040.3 $ 645.1 $ 101.5
Total fixed charges ................................... $ 301.4 $ 395.5 $ 408.9 $ 143.2 $ 114.6 $ 80.2
Preferred stock dividends.......................... 14.4 6.8 - - - -
Total fixed charges and
preferred stock dividends...................... $ 315.8 $ 402.3 $ 408.9 $ 143.2 $ 114.6 $ 80.2
Ratio of earnings to fixed charges
and preferred stock dividends ............... 7.2x 3.4x 1.3x 7.3x 5.6x 1.3x
(1) The interest portion of rental expense represents one-third of rents, which is deemed representative of the interest portion of
rental expense.
1
13. Exhibit 31.01
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, William E. Greehey, the principal executive officer of Valero Energy Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial reporting.
Date: November 8, 2004
/s/ William E. Greehey
William E. Greehey
Chief Executive Officer
14. CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Michael S. Ciskowski, the principal financial officer of Valero Energy Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Valero Energy Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial reporting.
Date: November 8, 2004
/s/ Michael S. Ciskowski
Michael S. Ciskowski
Executive Vice President and Chief Financial Officer
15. Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Valero Energy Corporation (the Company) on Form 10-Q for
the quarter ending September 30, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the Report), I, William E. Greehey, Chief Executive Officer of the Company, hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ William E. Greehey
William E. Greehey
Chief Executive Officer
November 8, 2004
A signed original of the written statement required by Section 906 has been provided to Valero Energy Corporation
and will be retained by Valero Energy Corporation and furnished to the Securities and Exchange Commission or its
staff upon request.
16. CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Valero Energy Corporation (the Company) on Form 10-Q for
the quarter ending September 30, 2004, as filed with the Securities and Exchange Commission on the date
hereof (the Report), I, Michael S. Ciskowski, Executive Vice President and Chief Financial Officer of the
Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ Michael S. Ciskowski
Michael S. Ciskowski
Executive Vice President and Chief Financial Officer
November 8, 2004
A signed original of the written statement required by Section 906 has been provided to Valero Energy Corporation
and will be retained by Valero Energy Corporation and furnished to the Securities and Exchange Commission or its
staff upon request.