8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 30, 2018

PBF ENERGY INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35764	45-3763855
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or organization)	File Number)	Identification Number)

______________________________

One Sylvan Way, Second Floor

Parsippany, New Jersey 07054

(Address of the Principal Executive Offices) (Zip Code)

(973) 455-7500

(Registrant’s Telephone Number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

______________________________

Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12-b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter): o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective October 30, 2018 (the “Grant Date”), the Compensation Committee of the Board of Directors of PBF Energy Inc. (the “Company”) approved grants of long-term incentive awards to the Company’s “named executive officers” (as defined in Item 402(a)(3) of Regulation S-K). The grants were made under the Company’s Amended and Restated 2017 Equity Incentive Plan, and included awards of (i) options for shares of the Company’s Class A common stock (“Common Stock”), having an exercise price equal to the closing price of the Common Stock on the Grant Date, (ii) performance share units for the three-year performance period from January 1, 2018 through December 31, 2020 (the “Performance Cycle”), payable in shares of Common Stock, the amounts of which will range from zero to 200 percent of the number of performance share units granted based on the Company’s achievement of prescribed TSR rankings relative to its peers during the applicable performance measurement periods in the Performance Cycle plus additional shares of Common Stock may be awarded at vesting with respect to the computed value of dividend equivalents accrued during such performance measurement periods and (iii) performance units with a target value of $1.00 per unit payable in cash at the end of the Performance Cycle, the amount of which will range from zero to 200 percent of the target value based on the Company’s achievement of prescribed TSR rankings relative to its peers during the applicable performance measurement periods in the Performance Cycle. The stock options will vest in four equal annual installments commencing on the first anniversary of the Grant Date, and the performance share units and the performance units will vest on December 31, 2020, in each case subject to forfeiture or acceleration under certain circumstances set forth in the applicable award agreement, the forms of which agreements are attached as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K.

The specific grants made to each of the Company’s named executive officers on the Grant Date are listed below.

Name and Title	Stock Options	Performance Share Units	Performance Units
Thomas J. Nimbley, Chief Executive Officer	368,139	53,025	2,155,456
Matthew C. Lucey, President	167,298	24,097	979,530
C. Erik Young, Senior Vice President & Chief Financial Officer	150,309	21,650	880,062
Thomas L. O’Connor, Senior Vice President, Commercial	139,374	20,075	816,035
T. Paul Davis, President, Western Region	139,374	20,075	816,035

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Form of Amended and Restated 2017 Equity Incentive Plan Non-Qualified Stock Option Agreement
10.2	Form of Amended and Restated 2017 Equity Incentive Plan Performance Share Unit Award Agreement for the 2018-2020 Performance Cycle
10.3	Form of Amended and Restated 2017 Equity Incentive Plan Performance Unit Award Agreement for the 2018-2020 Performance Cycle

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 2, 2018

PBF Energy Inc.
(Registrant)
By:	/s/ Trecia Canty
Name:	Trecia Canty
Title:	Senior Vice President, General Counsel

EX-10.1

PBF ENERGY INC.

AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN

FORM OF

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between PBF Energy Inc. (the “Company”) and the individual named on the signature page hereto (the “Grantee”).

RECITALS:

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as defined in the Plan) has determined that it would be in the best interests of the Company and its stockholders to grant the Option (as defined below) provided for herein to the Grantee pursuant to the Plan and the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1.Definitions. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a)Company Group: The Company and its subsidiaries and Affiliates.

(b)Disability: Disabled or Disability with respect to a Grantee, means the definition of Disabled or Disability used in such Grantee’s employment agreement or agreement to provide services, or if no such agreement exists, or such term is not defined therein, “disabled” or “disability” means that such Grantee becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform such Grantee’s duties as an employee of or service provider to the Company Group. The determination of a disability will be made by the Company, provided that, in the event that an Option should become subject to Section 409A, with respect to such Option, “Disabled” and “Disability” shall have the meaning set forth in Section 409A and Treasury Regulation Section 1.409A-3(i)(4) thereunder, unless determined otherwise in the discretion of the Committee.

(c)Expiration Date: The tenthanniversary of the Date of Grant; provided, that, if the term of the Option would expire during a period when trading in the Shares is prohibited or restricted by law or under the Company’s insider trading policy, the Expiration Date will be extended automatically to the 30th day after expiration of the prohibition or restriction to the extent such automatic extension would not cause the Option to become subject to Section 409A.

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(d)Option: The Option with respect to which the terms and conditions are set forth in Section 3 of this Agreement.

(e)Plan: The PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan, as it may be amended or supplemented from time to time.

(f)Restrictive Covenants: The Restrictive Covenants applicable to the Grantee pursuant to Sections 9 and 10 of such Grantee’s employment agreement with PBF Investments LLC; provided, for such purpose, the Non Compete Period shall be deemed to extend through the first anniversary of the Grantee’s termination of employment for any reason solely for purposes of Section 9(b) thereof (providing for an additional six month period of non-solicitation).

(g)Retirement: The Grantee’s resignation from employment with the Company Group, so long as Grantee has attained age 55 1/2 with at least three consecutive years of service with the Company Group.

(h)Section 409A: Section 409A means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, rulings, notices or other guidance promulgated thereunder.

(i)Vested Portion: At any time, the portion of the Option which has become vested, as described in Section 3 of this Agreement.

2.Grant of the Option.The Company hereby grants to the Grantee the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of the number of Shares subject to the Option set forth on the signature page hereto, subject to adjustment as set forth in the Plan. The Exercise Price shall be as set forth on the signature page hereto. The Option is intended to be a nonqualified stock option, and is not intended to be treated as an incentive stock option that complies with Section 422 of the Code.

3.Vesting of the Option.

(a)General. Subject to the Grantee’s continued service or employment with the Company Group through the applicable vesting date, the Option shall vest and become exercisable (for the period set forth in Section 4 hereof) at the times set forth on the signature page hereto.

(b)Termination of Employment. If the Grantee’s service or employment with the Company Group terminates for any reason, including, without limitation, for Cause, unless otherwise provided for in Section 3(c) and (d) hereof, the Option, to the extent not then vested and exercisable, shall be immediately canceled by the Company without consideration.

(c)Death or Disability. Notwithstanding anything to the contrary in this Agreement, in the event of the Grantee’s separation from service from the Company Group due to death or Disability, the Option shall, to the extent not then vested or previously forfeited or cancelled, become fully vested and exercisable effective as of the termination date.

(d)Change in Control. In the event of a Change in Control, the Option shall, only to the extent not then vested or previously forfeited or cancelled, become fully vested and exercisable effective as of the date of a Change in Control.

4.Exercise of the Option.

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(a)Period of Exercise. Subject to the provisions of the Plan and this Agreement, the Grantee may exercise all or any part of the Vested Portion of the Option at any time prior to the Expiration Date. Notwithstanding the foregoing, at any time prior to the Expiration Date, the Vested Portion of the Option shall only remain exercisable for the period set forth below with respect to the particular event:

(i)Termination due to Death or Disability, or Death following Termination. If (A) the Grantee’s service or employment with the Company Group is terminated due to the Grantee’s death or Disability, or (B) if following the Grantee’s separation from service but prior to the date the exercise period would expire pursuant to clause (ii) below, the Grantee dies, the Grantee (or the Grantee’s permitted transferee(s) or estate) may exercise the Vested Portion of the Option for a period ending on the earlier of (A) twelve (12) months following Grantee’s separation from service and (B) the Expiration Date;

(ii)Termination for any Reason Other than Death, Disability, Retirement or Cause. If the Grantee’s service or employment with the Company Group is terminated for any reason other than due to the Grantee’s death, Disability, Retirement or Cause subject to clause (i) above in the case of the Grantee’s death following termination, the Grantee may exercise the Vested Portion of the Option for a period ending on the earlier of (A) three (3) months following such separation from service and (B) the Expiration Date.

(iii)Retirement. If the Grantee Retires from the Company Group, the Grantee may exercise the Vested Portion of the Option for a period ending on the earlier of (A) three (3) years following such separation from service and (B) the Expiration Date.

(b)Termination by the Company for Cause; Breach of Restrictive Covenants. Notwithstanding (a) above, if the Grantee’s service or employment is terminated by the Company Group for Cause, or if at any time the Grantee breaches the Restrictive Covenants, the Vested Portion of the Option shall immediately terminate in full and cease to be exercisable.

(c)Method of Exercise.

(i)Subject to Section 4(a) of this Agreement and any administrative procedures that may be established by the Company, the Vested Portion of the Option then exercisable may be exercised by delivering to the Company written notice of intent to so exercise and may be exercised pursuant to any method prescribed in Section 5(c) of the Plan; provided that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Exercise Price. The payment of the Exercise Price may be made at the election of the Grantee in the form and manner provided for in the Plan and shall be subject to Section 8 of this Agreement and to Section 15 of the Plan.

(ii)Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

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(iii)Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company may issue certificates in the Grantee’s name for such Shares. However, the Company shall not be liable to the Grantee for damages relating to any delays in issuing the certificates, if any, to the Grantee, any loss by the Grantee of any certificates, or any mistakes or errors in the issuance of any certificates or in the certificates themselves, if any. Notwithstanding the foregoing, the Company may elect to recognize the Grantee’s ownership through uncertificated book entry.

(iv)In the event of the Grantee’s death, the Vested Portion of the Option shall remain exercisable by the Grantee’s executor or administrator, or the person or persons to whom the Grantee’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 4(a) of this Agreement. Any heir or legatee of the Grantee shall take rights herein granted subject to the terms and conditions hereof.

5.No Right to Continued Employment or Service. Neither the Plan nor this Agreement shall be construed as giving the Grantee the right to be retained in the employ of, or in any consulting relationship to, any member of the Company Group. Further, any member of the Company Group may at any time dismiss the Grantee or discontinue any employment or consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein. Any determinations as to whether the Grantee continues to be employed shall be at the discretion of the Committee.

6.Legend on Certificates. To the extent applicable, all certificates (or book entries) representing the Shares purchased by exercise of the Option shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates (or notations made next to the book entries) to make appropriate reference to such restrictions.

7.Transferability. The Option shall not be transferable or assignable by the Grantee other than by will or by the laws of descent and distribution; provided, that, subject to the approval by the Committee, in its discretion, the Option may be transferred for no consideration to, or for the benefit of, an “immediate family member” (to be defined by the Committee) or to a bona fide trust for the exclusive benefit of such immediate family member, or a partnership or limited liability company in which immediate family members are the only partners or members (a “Permitted Transferee”). If the Option is exercisable after the death of a Grantee, the Option may be exercised by his legatees, personal representatives, or distributees. No exercise of the Option may be made during a Grantee’s lifetime by anyone other than the Grantee, except (i) by a legal representative appointed for or by the Grantee, or (ii) if applicable, a Permitted Transferee. Any sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of this Section 7 shall be void, and shall not be recognized by the Company. All of the terms and conditions of the Plan and this Agreement shall be binding upon any permitted successors and assigns or Permitted Transferees.

8.Withholding. The Grantee may be required to pay to the Company Group and the Company Group shall have the right and is authorized to withhold any applicable withholding or other taxes in respect of the Option, its exercise, or any payment or transfer under or with respect to the Option and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding or other taxes. The Grantee may elect to pay any or all of

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such required withholding or other required taxes as provided in Section 15 of the Plan, including by having the Company withhold Shares otherwise deliverable upon exercise of an Option; provided, that, the Fair Market Value of the aggregate number of shares withheld in connection with the satisfaction of the Grantee’s obligations under this Section 8 shall not exceed the minimum statutorily required withholding amount.

9.Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of the Option, the Grantee will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

10.Notices. Any notice under this Agreement shall be addressed to the Company in care of its Secretary, and to the Grantee at the address appearing in the personnel records of the Company for the Grantee or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state ofDelaware without regard to conflicts of laws.

12.Arbitration.Any dispute with regard to the enforcement of this Agreement shall be exclusively resolved by a single experienced arbitrator, selected in accordance with the American Arbitration Association (“AAA”) rules and procedures, at an arbitration to be conducted in the State of New York pursuant to the National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of Delaware as provided for under Section 11 hereof. The AAA shall provide the parties hereto with lists for the selection of arbitrators composed entirely of arbitrators who are members of the National Academy of Arbitrators and who have prior experience in the arbitration of disputes between employers and senior executives. The determination of the arbitrator shall be final and binding on the parties hereto and judgment therein may be entered in any court of competent jurisdiction. Each party shall pay its own attorneys’ fees and disbursements and other costs of the arbitration.

13.Amendment. This Agreement may be amended only by a written instrument executed by the parties hereto, which specifically states that it is amending this Agreement.

14.Option Subject to Plan. By entering into this Agreement the Grantee agrees and acknowledges that the Grantee has received and read a copy of the Plan. The Option is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail, except where the terms of this Agreement are more restrictive than the terms of the Plan.

15.Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

16.Restrictive Covenants.

(a)Non-Competition. The Grantee shall not, at any time beginning on the Date of Grant and ending on the date that is six (6) months following the Grantee’s separation from service from

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the Company Group for any reason, be a more than 5% shareholder, director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with the Business (as defined below).

(b) Non-Solicitation. During the period beginning on the Date of Grant and ending on the date that is twelve months following the Grantee’s separation from service from the Company Group for any reason, the Grantee shall not directly recruit or otherwise solicit or induce any employee of the Company Group to terminate his or her employment with the Company Group in order to be hired by the Grantee in a business which competes directly with the Business; provided, however, that general solicitation or advertising for employment by the Grantee shall not be prohibited by this Section 16(b).

(c)Non-Disparagement. During the Grantee’s employment and at any time following his termination, the Grantee agrees not to disparage, either orally or in writing, in any material respect any member of the Company Group.

(d)Reformation. In the event the terms of this Section 16 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(e)Business. As used in Sections 16 and 17 hereof, the term “Business” shall mean the crude oil refining business in the specific geographic areas in which the Company’s oil refining operations primarily conduct business at the date of the Grantee’s termination.

17.Non-Disclosure of Confidential Information.

(a)Protection of Confidential Information. All items of information, documents (including electronically stored documents like email), and materials pertaining to the business and operations of the Company Group that are not made public by the Company Group through authorized means will be considered confidential (hereafter, “Confidential Information”). Confidential Information includes, but is not limited to, customer lists, business referral source lists, internal cost and pricing data and analysis, marketing plans and strategies, personnel files and evaluations, financial and accounting data, operational and other business affairs and methods, contracts, technical data, know-how, trade secrets, computer software and other proprietary and intellectual property, and plans and strategies for future developments relating to any of the foregoing. Except in connection with the faithful performance of the Grantee’s duties hereunder or as permitted pursuant to Section 17(c), the Grantee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any Confidential Information, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company Group, or any of its successors.

(b)Return of Confidential Information. Upon termination of the Grantee’s service or employment with the Company for any reason, the Grantee upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in the Grantee’s

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possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the Company Group.

(c)No Prohibition. Nothing in this Agreement shall prohibit the Grantee from (i) disclosing information and documents when required by law, subpoena or court order (provided the Grantee gives reasonable notice thereof and makes reasonably available to the Company and its counsel the documents and other information sought and assists such counsel, at the Company’s expense, in resisting or otherwise responding to such order or process), (ii) disclosing information and documents to his attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the post-employment restrictions in this Agreement to any potential new employer, (iv) retaining, at any time, his personal correspondence, his personal rolodex or outlook contacts and documents related to his own personal benefits, entitlements and obligations, or (v) disclosing or retaining information that, through no act of the Grantee in breach of this Agreement or any other party in violation of an existing confidentiality agreement with the Company, is generally available to the public, is in the public domain at the time of disclosure or is available from other sources.

18.Specific Performance. The Grantee acknowledges and agrees that remedies at law available to the Company for a breach or threatened breach of any of the provisions of Sections 16 or 17 would be inadequate and any member of the Company Group would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, the Grantee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

19.Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Agreement shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

20.Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[The remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

PBF ENERGY INC.

By: _______________________________________

Name:

Title:

GRANTEE:

___________________________________________________

[NAME]

The Date of Grant is [Date].

The number of Shares subject to the Option is [#].

The Exercise Price shall be $[#] per Share.

Subject to the Grantee’s continued service or employment through the applicable vesting date, the Option shall vest and become exercisable as follows:

Date Option Vests and Becomes Exercisable	Percentage of Shares As to Which Option Vests and First Becomes Exercisable
Upon the first anniversary of the Grant Date	25%
Upon the second anniversary of the Grant Date	25%
Upon the third anniversary of the Grant Date	25%
Upon the fourth anniversary of the Grant Date	25%

[Signature Page to Non-Qualified Stock Option Agreement]

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EX-10.2

PBF ENERGY INC.

AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT

2018 - 2020 PERFORMANCE CYCLE

As evidenced by this Award Agreement under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (the “Plan”), PBF ENERGY INC. (the “Company”) has granted to [NAME] (the “Grantee”), an employee of the Company Group, on [DATE] (the “Grant Date”), [NUMBER] performance share units (“Performance Share Units”), representing the right to receive shares of Common Stock of the Company, conditioned upon the Company’s TSR ranking relative to the Peer Group for each of the Performance Periods within the Performance Cycle as established by the Compensation Committee of the Board of Directors of the Company (the “Committee”), and as set forth herein.

In addition to the Performance Share Units granted hereunder, the Grantee is granted a Dividend Equivalent Award payable in shares of Common Stock, as provided herein. On the Normal Vesting Date (or, if earlier, the consummation of a Change in Control or Grantee’s termination of employment under Section 5 or 6 hereof) the amount of dividends paid to holders of Common Stock during the applicable Performance Periods shall be determined with respect to the Grantee’s Performance Share Units that are vesting on that Normal Vesting Date (or, if earlier, the consummation of a Change in Control or Grantee’s termination of employment under Section 5 or 6 hereof) calculated as if the Performance Share Units were outstanding shares of Common Stock (the resulting value being hereafter referred to as the “Target Dividend Equivalent Value”). The Target Dividend Equivalent Value shall then be subject to further calculation according to the Company’s TSR performance during the Performance Period as prescribed in Section 3 (i.e., payout from 0% to 200% depending on the Payout Percentage). The number of shares of Common Stock payable to Grantee with respect to the Dividend Equivalent Award is equal to (x) the Target Dividend Equivalent Value multiplied by the Performance Period’s Payout Percentage calculated per Section 3, divided by (y) the Fair Market Value of the Common Stock on the Normal Vesting Date (or, if earlier, the Grantee’s termination of employment under Section 5 or 6 hereof) (the resulting number being rounded up to the nearest whole number of shares). See Exhibit A for an example of this calculation.

The Performance Share Units are subject to the following terms and conditions:

1.    Relationship to the Plan. This grant of Performance Share Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as otherwise defined in this Award Agreement, capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of this Award Agreement shall control. References to the Grantee also include the heirs or other legal representatives of the Grantee.

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2. Performance Periods; Payout Determinations. The four performance periods are as follows (each a “Performance Period” and collectively, the “Performance Periods”):

(i)	January 1, 2018 through December 31, 2018 (“First Performance Period”);
(ii)	January 1, 2019 through December 31, 2019 (“Second Performance Period”);
(iii)	January 1, 2020 through December 31, 2020 (“Third Performance Period”); and
(iv)	January 1, 2018 through December 31, 2020 (“Fourth Performance Period”).

The payout shall be equally determined based upon the TSR Performance Rank and the TSR Performance Percentile. The Committee shall determine the TSR Performance Rank, TSR Performance Percentile, the TSR Performance Rank Payout Percentage and the TSR Performance Percentile Payout Percentage for each Performance Period as follows:

(a) First, the Committee shall determine the TSR Performance Rank and then the TSR Performance Rank Payout Percentage for each Performance Period as follows (using straight-line interpolation between levels above threshold):

TSR Performance Rank	TSR Performance Rank Payout Percentage
Ranked Sixth	0%
Ranked Fifth	50%
Ranked Fourth or Third	100%
Ranked Second	150%
Ranked First	200%

Provided, however, that in the event that the number of Peer companies is five, the Committee shall determine the TSR Performance Rank and then the TSR Performance Rank Payout Percentage for each Performance Period as follows (using straight-line interpolation between levels above threshold):

TSR Performance Rank	TSR Performance Rank Payout Percentage
Ranked Fifth	0%
Ranked Fourth	50%
Ranked Third	100%
Ranked Second	150%
Ranked First	200%

(b) Second, the Committee shall determine the TSR Performance Percentile and then the TSR Performance Percentile Payout

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Percentage for each Performance Period as follows (using straight-line interpolation between levels above threshold):

TSR Performance Percentile	TSR Performance Percentile Payout Percentage
33% or more below the average TSR for the Peer Group	0%
0% of the average TSR for the Peer Group	100%
33% or more above the average TSR for the Peer Group	200%

(c) Third, the Committee shall determine the Payout Percentage for each Performance Period by calculating the average of the TSR Performance Rank Payout Percentage and the TSR Performance Percentile Payout Percentage, provided, that, if the Company’s TSR calculated for a Performance Period is negative, then the Payout Percentage for that Performance Period shall not exceed 100% regardless of the TSR Performance Percentile and Performance Rank for the Performance Period.

(d) Notwithstanding anything herein to the contrary, the Committee has sole and absolute authority and discretion to increase the Payout Percentage as it may deem appropriate, provided that in no event shall the Payout Percentage exceed 200%.

3.   Vesting; Delivery of Shares.  Unless otherwise provided in accordance with Paragraphs 5 or 6 of this Award Agreement, the Grantee must continue in continuous Employment from the date hereof through the last day of the Performance Cycle, to be entitled to be issued and delivered shares of Common Stock of the Company. If the Grantee remains in continuous Employment from the date hereof through the last day of the Performance Cycle (the “Normal Vesting Date”), the Grantee shall be entitled to receive a number of shares of Common Stock of the Company equal to the Performance Cycle Payout (if any). The number of shares of Common Stock, if any, that Grantee will be entitled to receive in settlement of the vested Performance Share Units will be determined as soon as administratively feasible following the Committee’s determination of the Performance Cycle Payout under Paragraph 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 2, the Performance Cycle Payout is zero, the Grantee shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to Paragraphs 2 and 3 and the delivery of shares of Common Stock, if any, the rights of the Grantee and the obligations of the Company under this Award Agreement shall be satisfied in full.

4.    Termination of Employment.  Except as provided in Paragraphs 5 or 6,if the Grantee’s Employment is terminated prior to the last day of the Performance Cycle, the Grantee’s right to the Performance Share Units shall be forfeited in its entirety as of the date of such termination, and the rights of the Grantee and the obligations of the Company under this Award Agreement shall be terminated. To the extent that a Grantee’s

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Employment is terminated following the close of the Performance Cycle but prior to the delivery of shares of Common Stock with respect to the Performance Share Units, the Grantee shall be entitled to shares of Common Stock with respect to the Performance Share Units (if any) hereunder as determined in accordance with Paragraphs 2 and 3.

5.    Change in Control; Disability, Death, Termination Other than for Cause, Termination for Good Reason Prior to Retirement.  In the event of (i) a Change in Control or (ii) the Grantee’s Employment is terminated by reason of (A) disability or death, (B) termination by the Company other than for Cause prior to Retirement, or (C) for Grantee’s with employment agreements that provide for severance rights on a termination by the Grantee for Good Reason, termination by the Grantee for Good Reason (as defined in the Grantee’s employment agreement with a member of the Company Group) prior to Retirement, the Grantee’s right to receive the Performance Share Units shall vest in full as of the date of the consummation of the Change in Control or such termination of employment, as applicable, and the Payout Percentage for each Performance Period in the Performance Cycle shall be deemed to be 100%. The Company shall delivery to the Grantee a number of shares of Common Stock of the Company equal to the Performance Share Units multiplied by the Payout Percentage specified in the prior sentence within sixty days of the consummation of the Change in Control or Grantee’s termination of employment, as applicable; provided, however, that the timing of the delivery of shares of Common Stock within such sixty-day period shall be determined in the sole discretion of the Committee and the Grantee shall not directly or indirectly designate the taxable year of payment or delivery. Upon the vesting and/or forfeiture of the Performance Share Units pursuant to this Paragraph 5 and the delivery of shares the rights of the Grantee and the obligations of the Company under this Award Agreement shall be satisfied in full.

6.    Termination of Employment due to Retirement.  In the event of the Retirement of the Grantee after nine months of the Performance Cycle have elapsed, the Grantee’s Performance Share Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Grantee will be entitled to receive shares of Common Stock with a value equal to the product of (i) the pro-rata vesting percentage equal to the days of Grantee’s Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Performance Cycle Payout Value. Such transfer of shares of Common Stock shall be made in accordance with Paragraph 3 as soon as administratively feasible following the Committee’s determination under Paragraph 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 2, the Performance Cycle Payout is zero, the Grantee shall immediately forfeit any and all rights to the Performance Share Units. Upon the vesting and/or forfeiture of the Performance Share Units pursuant to this Paragraph 6 and the delivery of shares as provided above, if any, the rights of the Grantee and the obligations of the Company under this Award Agreement shall be satisfied in full. The death of the Grantee following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6.

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7.     Specified Employees.  Notwithstanding any other provision of this Award Agreement to the contrary, if the Grantee is a “specified employee” as determined by the Company in accordance with its established policy, any settlement of Awards under this Award Agreement that would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Grantee as a result of the Grantee’s “separation from service” as defined under Section 409A of the Code (other than as a result of death) and that would otherwise be paid within six months of the Grantee’s separation from service shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Grantee’s separation from service, or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. The payment of amounts and delivery of shares under this Award Agreement described herein is hereby designated as a “separate payment” for purposes of Section 409A of the Code.

8.    Taxes.  Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the shares of Common Stock and cash otherwise payable to the Grantee, or from other compensation payable to the Grantee (to the extent consistent with Section 409A of the Code), at the time of the delivery of such shares. Such withholding may be effected through the netting of shares of Common Stock deliverable hereunder.

9.    No Shareholder Rights.  The Grantee shall in no way be entitled to any of the rights of a shareholder as a result of this Award Agreement unless and until such time as shares of Common Stock have been issued and delivered to the Grantee in settlement of the Performance Share Units.

10.    Nonassignability.  Upon the Grantee’s death, the Performance Share Units may be transferred by will or by the laws governing the descent and distribution of the Grantee’s estate. Otherwise, the Grantee may not sell, transfer, assign, pledge or otherwise encumber any portion of the Performance Share Units, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Performance Share Units shall have no effect.

11.    No Right to Continued Employment or Service.  Neither the Plan nor this Award Agreement shall be construed as giving the Grantee the right to be retained in the employ of, or in any consulting relationship to, any member of the Company Group. Further, any member of the Company Group may at any time dismiss the Grantee or discontinue any employment or consulting relationship, free from liability or any claim under the Plan or this Award Agreement, except as otherwise expressly provided herein. Any determinations as to whether the Grantee continues to be employed shall be at the discretion of the Committee.

12.    Modification of Award Agreement.  Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company, provided that no modification may, without the consent of the Grantee, adversely affect the rights of the Grantee hereunder.

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13.     Notices. Any notice under this Award Agreement shall be addressed to the Company in care of its Secretary, and to the Grantee at the address appearing in the personnel records of the Company for the Grantee or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14.Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws.

15.Arbitration. Any dispute with regard to the enforcement of this Award Agreement shall be exclusively resolved by a single experienced arbitrator, selected in accordance with the American Arbitration Association (“AAA”) rules and procedures, at an arbitration to be conducted in the State of New York pursuant to the National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of Delaware as provided for under Section 11 hereof. The AAA shall provide the parties hereto with lists for the selection of arbitrators composed entirely of arbitrators who are members of the National Academy of Arbitrators and who have prior experience in the arbitration of disputes between employers and senior executives. The determination of the arbitrator shall be final and binding on the parties hereto and judgment therein may be entered in any court of competent jurisdiction. Each party shall pay its own attorneys’ fees and disbursements and other costs of the arbitration.

16.Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Award Agreement shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

17.Restrictive Covenants.

(a) Non-Competition. The Grantee shall not, at any time beginning on the Date of Grant and ending on the date that is six (6) months following the Grantee’s separation from service from the Company Group for any reason, be a more than 5% shareholder, director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with the Business (as defined below).

(b) Non-Solicitation. During the period beginning on the Date of Grant and ending on the date that is twelve months following the Grantee’s separation from service from the Company Group for any reason, the Grantee shall not directly recruit or otherwise solicit or induce any employee of the Company Group to terminate his or her employment with the Company Group in order to be hired by the Grantee in a business which competes directly with the Business; provided, however, that general solicitation or advertising for employment by the Grantee shall not be prohibited by this Section 17(b).

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(c) Non-Disparagement. During the Grantee’s employment and at any time following his or her termination, the Grantee agrees not to disparage, either orally or in writing, in any material respect any member of the Company Group.

(d) Reformation. In the event the terms of this Section 17 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(e) Business. As used in Sections 17 and 18 hereof, the term “Business” shall mean the crude oil refining business in the specific geographic areas in which the Company’s oil refining operations primarily conduct business at the date of the Grantee’s termination.

18. Non-Disclosure of Confidential Information.

(a) Protection of Confidential Information. All items of information, documents (including electronically stored documents like email), and materials pertaining to the business and operations of the Company Group that are not made public by the Company Group through authorized means will be considered confidential (hereafter, “Confidential Information”). Confidential Information includes, but is not limited to, customer lists, business referral source lists, internal cost and pricing data and analysis, marketing plans and strategies, personnel files and evaluations, financial and accounting data, operational and other business affairs and methods, contracts, technical data, know-how, trade secrets, computer software and other proprietary and intellectual property, and plans and strategies for future developments relating to any of the foregoing. Except in connection with the faithful performance of the Grantee’s duties hereunder or as permitted pursuant to Sections 18(c), (d) and (e), the Grantee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his or her benefit or the benefit of any person, firm, corporation or other entity any Confidential Information, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company Group, or any of its successors.

(b) Return of Confidential Information. Upon termination of the Grantee’s service or employment with the Company for any reason, the Grantee upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in the Grantee’s possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the Company Group.

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(c) No Prohibition. Nothing in this Agreement shall prohibit the Grantee from (i) disclosing information and documents when required by law, subpoena or court order (provided, except as stipulated in Sections 18(c), (d) and (e), the Grantee gives reasonable notice thereof and makes reasonably available to the Company and its counsel the documents and other information sought and assists such counsel, at the Company’s expense, in resisting or otherwise responding to such order or process), (ii) disclosing information and documents to his or her attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the post-employment restrictions in this Agreement to any potential new employer, (iv) retaining, at any time, his or her personal correspondence, his or her personal rolodex or outlook contacts and documents related to his or her own personal benefits, entitlements and obligations, or (v) disclosing or retaining information that, through no act of the Grantee in breach of this Agreement or any other party in violation of an existing confidentiality agreement with the Company, is generally available to the public, is in the public domain at the time of disclosure or is available from other sources.

(d) Whistleblower Protection. Notwithstanding anything herein or in any other agreement with or policy (including without limitation any code of conduct or employee manual) of the Company, nothing herein or therein is intended to or shall (i) prohibit or restrict the Grantee or his or her attorney from reporting possible violations of federal or state law or regulation to any government agency, commission or entity, including, but not limited to, the Department of Justice, the Commodities Futures Trading Commission, the Securities and Exchange Commission, the Department of Labor, Congress, any state Attorney General, any self-regulatory organization or any agency Inspector General (“Government Agencies”); (ii) prohibit or restrict the Grantee or his or her attorney from initiating communications directly with; responding to any inquiry from; volunteering information to; or testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with a disclosure made under a whistleblower law or regulation; (iii) prohibit or restrict the Grantee or his or her attorney from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation; (iv) require the Grantee to provide notice to or receive authorization from the Company prior to making reports or disclosures to Government Agencies; or (v) result in a waiver or other limitation of the Grantee’s rights and remedies as a whistleblower, including to a monetary award. The Company will not take action under any agreement or policy against or sanction anyone who reports suspected violations of Company policies or any law or regulation. Furthermore, the Company prohibits retaliation against anyone who reports suspected violations of Company policies or any law or regulation.

(e) Disclosure of Trade Secrets. The Grantee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.

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19. Definitions. For purposes of this Award Agreement:

“Beginning Stock Price” means the average of the daily closing price of common stock for the thirty (30) calendar days immediately prior to the commencement of the Performance Period or the Performance Cycle, as the case may be, historically adjusted, if necessary, for any stock split, stock dividend, recapitalizations, or similar corporate events that occur during the measurement period.

“Change in Control” for purposes of this Award Agreement shall have the same definition as under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan, as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference.

“Company Group” means the Company and its Subsidiaries and Affiliates.

“Employment” means employment with, or the provision of services to, the Company Group. For purposes of this Award Agreement, Employment shall also include any period of time during which the Grantee is on temporarily disability status. The length of any period of Employment shall be determined by the member of the Company Group that either (i) employs the Grantee or (ii) employed the Grantee immediately prior to the Grantee’s termination of Employment.

“Ending Stock Price” means the average of the daily closing price of common stock for the thirty (30) calendar days prior to the end of the Performance Period or the Performance Cycle, as the case may be, historically adjusted, if necessary, for any stock split, stock dividend, recapitalizations, or similar corporate events that occur during the measurement period.

“Payout Percentage” means the average of the TSR Performance Rank Payout Percentage and the TSR Performance Percentile Payout Percentage (from 0% to 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 2, which shall be used to determine the Performance Period Payout for the applicable Performance Period.

“Peer Group” means (x) Marathon Petroleum Corporation, Valero Energy Corporation, Delek US Holdings, Inc., HollyFrontier Corporation and Phillips 66 Company or (y) such other group of companies and indices (such as the S&P 1000 Energy Index) that are pre-established by the Committee which principally represent a group of selected peers, or such other group of companies as selected and pre-established by the Committee. Such pre-established Peer Group is subject to the following adjustments:

(a) If a member of the Peer Group is substantially acquired by another company, the acquired Peer Group company will be removed from the Peer Group for the performance periods not yet completed and for the entire 36-month Performance Cycle.

(b) If a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer

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Group for the Performance Cycle unless such disposition(s) results in the disposition of more than 50% of such company’s total assets during the Performance Cycle.

(c) If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Cycle, unless the newly formed company’s primary business no longer satisfies the criteria for which such member was originally selected as a member of the Peer Group, then in such case the company shall be removed from the Peer Group.

(d) If any member of the Peer Group splits its stock, such company’s TSR performance will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to the other companies.

(e) If a member of the Peer Group is (x) delisted on all major U.S. stock exchanges, (y) is no longer publicly traded or (z) files for bankruptcy, liquidation or reorganization during the Performance Cycle, such member will remain in the Peer Group positioned below the lowest performing non-bankrupt member of the Peer Group for performance periods not yet completed and for the entire 36-month Performance Cycle.

In addition, the Compensation Committee shall have the discretionary authority to make other appropriate adjustments, in response to a change in circumstances after the commencement of the Performance Cycle that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. In applying the described adjustments, in the event that any adjustment is made to the Peer Group during any Performance Cycle, PBF’s TSR ranking within the peer group will be calculated for any incomplete or future performance periods (including the entire 36-month Performance Cycle) as if that company was not a peer at the start of each incomplete performance period. TSR ranking for performance periods completed prior to the removal of the peer will not be recalculated.

“Performance Cycle” means the period from January 1, 2018 to December 31, 2020.

“Performance Cycle Payout” means the aggregate of the Performance Period Payouts for the Performance Cycle plus the Dividend Equivalent Awards.

“Performance Period Payout” means for each of the Performance Periods set forth in clauses (i) through (iv) in Paragraph 2, the product of the Payout Percentage for such Performance Period, one-quarter (1/4) of the number of Performance Share Units.

“Retirement” means for a Grantee with five or more years of Employment, termination on or after the Grantee's 55th birthday, provided that such termination constitutes a separation from service within the meaning of Section 409A of the Code.

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“TSR Performance Percentile” means the ranking of the Company’s Total Shareholder Return for a performance period as compared to the average Total Shareholder Return of the Peer Group companies, as determined at the end of each Performance Period.

“TSR Performance Rank” means the ranking of the Company’s Total Shareholder Return for a performance period among the Total Shareholder Returns of the Peer Group companies, ranked in descending order, as determined at the end of each Performance Period.

“Total Shareholder Return” or “TSR” means for the Company and each entity in the Peer Group, the number derived using the following formula:

(End Stock Price - Beginning Stock Price) + Cumulative Dividends

Beginning Stock Price

21. Deferral of Payout. A Grantee who qualifies as a Participant under an LTIP Performance Unit Deferral Plan may, subject to such restrictions and requirements under Section 409A of the Code, irrevocably elect to defer to a date that is at least five years after the date of the conversion of vested Performance Share Units into shares of Common Stock. The election to defer must be made no later than the end of the second year of the performance measurement period, or such earlier date as may be specified by the Committee. The election will not be effective for 12 months following the election date in accordance with Section 409A of the Code.  The amount subject to a deferral election will be converted to deferred share units that will convert into shares of Common Stock on the distribution date as specified in the deferral election and the LTIP Performance Unit Deferral Plan. Deferred share units will be credited with Dividend Equivalent Awards. Under U.S. income tax law, a recipient will generally not be subject to income tax until the resulting share units are converted to shares of Common Stock and distributed.  The deferred share units will not be funded by the Company. In this regard, a recipient’s rights to deferred share units are those of a general unsecured creditor of the Company. Details of the deferral of Performance Share Units into deferred share units will be provided with the election materials. The opportunity to make such an election is subject to changes in Federal tax law. The Committee reserves the right to discontinue offering Performance Share deferral elections at any time for any reason it deems appropriate in its sole discretion.

PBF ENERGY INC.

By:_______________________________________

Name:

Title:

GRANTEE:

__________________________________________

[NAME]

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Exhibit A

Example of Potential Payout of Dividend Equivalent Award in Shares of Common Stock

Assumptions and Calculations (for illustration purposes only):

1.	Assume the Participant was granted 12,000 Performance Share Units on October 30, 2018.
2.	Assume the cumulative amount of dividends paid to holders of Common Stock through the Normal Vesting Date of the Third Performance Period and the Fourth Performance Period is $2.70 per share (determined as follows).

dividends paid in 4Q18	$	0.30
1Q19	$	0.30
2Q19	$	0.30
3Q19	$	0.30
4Q19	$	0.30
1Q20	$	0.30
2Q20	$	0.30
3Q20	$	0.30
4Q20	$	0.30
	$	2.70	per share

3.	The “Target Dividend Equivalent Value” for each Performance Period is $8,100.00 (3,000 Performance Share Units vesting, multiplied by $2.70 accumulated dividends per share, equals $8,100.00).
4.	The Payout Percentage for the First Performance Period is determined (per Section 3) to generate a payout of 80.0%. The Payout Percentage for the Second Performance Period is determined (per Section 3) to generate a payout of 200.0%. The Payout Percentage for the Third Performance Period is determined (per Section 3) to generate a payout of 142.9%. The Payout Percentage for the Fourth Performance Period is determined (per Section 3) to generate a payout of 110.0%.
5.	The Fair Market Value of the Common Stock on the vesting date is $60.00.

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Performance Cycle Payout: First Performance Period Payout:	3,000	First Performance Period Performance Share Units
	x 80%	multiply by First Performance Period Payout Percentage
	2,400
Second Performance Period Payout:	3,000	Second Performance Period Performance Share Units
	x 200.0%	multiply by Second Performance Period Payout Percentage
	6,000
Third Performance Period Payout:	3,000	Third Performance Period Performance Share Units vesting
	x 142.9%	multiply by Third Performance Period Payout Percentage
	4,287
Fourth Performance Period Payout:	3,000	Fourth Performance Period Performance Share Units vesting
	x 110.0%	multiply by Fourth Performance Period Payout Percentage
	3,300

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Dividend Equivalent Shares: First Performance Period:		$8,100.00	Target Dividend Equivalent Value
	x 80%		multiply by First Performance Period Payout Percentage
		$6,480.00	dividend equivalent based on First Performance Period
	/ $60.00		divided by FMV per share
	108		common shares earned for Dividend Equivalent Award (rounded up)
Second Performance Period		$8,100.00	Target Dividend Equivalent Value
	x 200%		multiply by Second Performance Period Payout Percentage
		$16,200.00	dividend equivalent based on Second Performance Period
	/ $60.00		divided by FMV per share
	270		Equivalent Award (rounded up)
Third Performance Period		$8,100.00	Target Dividend Equivalent Value
	x 142.9%		multiply by Third Performance Period Payout Percentage
		$11,574.90	dividend equivalent based on Third Performance Period
	/ $60.00		divided by FMV per share
	193		Equivalent Award (rounded up)
Fourth Performance Period		$8,100.00	Target Dividend Equivalent Value
	x 142.9%		multiply by Fourth Performance Period Payout Percentage
		$8,910.00	dividend equivalent based on Fourth Performance Period
	/ $60.00		divided by FMV per share
	149		Equivalent Award (rounded up)

Total Common Stock Earned on Normal Vesting Date: 16,707

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EX-10.3

PBF ENERGY INC.

AMENDED AND RESTATED 2017 EQUITY INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

2018 - 2020 PERFORMANCE CYCLE

As evidenced by this Award Agreement under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (the “Plan”), PBF ENERGY INC. (the “Company”) has granted to [NAME] (the “Grantee”), an employee of the Company Group, on [DATE] (the “Grant Date”), [NUMBER] performance units (“Performance Units”), conditioned upon the Company’s TSR ranking relative to the Peer Group for each of the Performance Periods within the Performance Cycle as established by the Compensation Committee of the Board of Directors of the Company (the “Committee”), and as set forth herein. The Performance Units are subject to the following terms and conditions:

1.    Relationship to the Plan. This grant of Performance Units is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, that have been adopted by the Committee. Except as otherwise defined in this Award Agreement, capitalized terms shall have the same meanings given to them under the Plan. To the extent that any provision of this Award Agreement conflicts with the express terms of the Plan, the terms of this Award Agreement shall control. References to the Grantee also include the heirs or other legal representatives of the Grantee.

2. Performance Periods; Payout Determinations. The four performance periods are as follows (each a “Performance Period” and collectively, the “Performance Periods”):

(i)	January 1, 2018 through December 31, 2018 (“First Performance Period”);
(ii)	January 1, 2019 through December 31, 2019 (“Second Performance Period”);
(iii)	January 1, 2020 through December 31, 2020 (“Third Performance Period”); and
(iv)	January 1, 2018 through December 31, 2020 (“Fourth Performance Period”).

The payout shall be equally determined based upon the TSR Performance Rank and the TSR Performance Percentile. The Committee shall determine the TSR Performance Rank, TSR Performance Percentile, the TSR Performance Rank Payout Percentage and the TSR Performance Percentile Payout Percentage for each Performance Period as follows:

(a) First, the Committee shall determine the TSR Performance Rank, and then the TSR Performance Rank Payout Percentage for each Performance Period as follows:

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TSR Performance Rank	TSR Performance Rank Payout Percentage
Ranked Sixth	0%
Ranked Fifth	50%
Ranked Third or Fourth	100%
Ranked Second	150%
Ranked First	200%

Provided, however, that in the event that the number of Peer companies is five, the Committee shall determine the TSR Performance Rank and then the TSR Performance Rank Payout Percentage for each Performance Period as follows:

TSR Performance Rank	TSR Performance Rank Payout Percentage
Ranked Fifth	0%
Ranked Fourth	50%
Ranked Third	100%
Ranked Second	150%
Ranked First	200%

(b) Second, the Committee shall determine the TSR Performance Percentile and then the TSR Performance Percentile Payout Percentage for each Performance Period as follows (using straight-line interpolation between levels above threshold):

TSR Performance Percentile	TSR Performance Percentile Payout Percentage
33% or more below the average TSR for the Peer Group	0%
0% of the average TSR for the Peer Group	100%
33% or more above the average TSR for the Peer Group	200%

(c) Third, the Committee shall determine the Payout Percentage for each Performance Period by calculating the average of the TSR Performance Rank Payout Percentage and the TSR Performance Percentile Payout Percentage, provided that, if the Company’s TSR calculated for a Performance Period is negative, then the Payout Percentage for that Performance Period shall not exceed 100% regardless of the TSR Performance Percentile and Performance Rank for the Performance Period.

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(d) Fourth, upon completion of the Performance Cycle, the Committee shall determine the Performance Cycle Payout based on the Performance Period Payouts.

(e) Notwithstanding anything herein to the contrary, the Committee has sole and absolute authority and discretion to increase the Payout Percentage or the Performance Cycle Payout as it may deem appropriate, provided that in no event shall the Payout Percentage exceed 200%.

3.    Vesting of Performance Units.  Unless otherwise provided in accordance with Paragraphs 5 or 6 of this Award Agreement, the Grantee must continue in continuous Employment from the date hereof through the last day of the Performance Cycle (the “Normal Vesting Date”), to be entitled to receive a payment, if any, equal to the Performance Cycle Payout. If the Grantee remains in continuous Employment from the date hereof through the last day of the Performance Cycle, the Grantee shall be entitled to receive the Performance Cycle Payout (if any), payable in a cash payment. Such payment shall be made as soon as administratively feasible following the Committee’s determination of the Performance Cycle Payout under Paragraph 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 2, the Performance Cycle Payout is zero, the Grantee shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to Paragraphs 2 and 3 and the making of the related cash payment, if any, the rights of the Grantee and the obligations of the Company under this Award Agreement shall be satisfied in full.

4.    Termination of Employment.  Except as provided in Paragraphs 5 or 6,if Grantee’s Employment is terminated prior to the last day of the Performance Cycle, the Grantee’s right to the Performance Units shall be forfeited in its entirety as of the date of such termination, and the rights of the Grantee and the obligations of the Company under this Award Agreement shall be terminated. To the extent that a Grantee’s Employment is terminated following the close of the Performance Cycle but prior to the payment of the Performance Cycle Payout, the Grantee shall be entitled to the Performance Cycle Payout (if any) hereunder as determined in accordance with Paragraphs 2 and 3.

5.    Change in Control; Disability, Death, Termination Other than for Cause, Termination for Good Reason Prior to Retirement.  In the event of (i) a Change in Control or (ii) the Grantee’s Employment is terminated by reason of (A) disability or death, (B) termination by the Company other than for Cause prior to Retirement, or (C) for Grantee’s with employment agreements that provide for severance rights on a termination by the Grantee for Good Reason, termination by the Grantee for Good Reason (as defined in the Grantee’s employment agreement with a member of the Company Group) prior to Retirement, the Grantee’s right to receive the Performance Units shall vest in full as of the date of the consummation of the Change in Control or such termination of employment, as applicable, and the Payout Percentage for each Performance Period in the Performance Cycle shall be deemed to be 100%. The Company shall pay the Grantee an amount equal to the Performance

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Cycle Payout determined using the Payout Percentage in the prior sentence within sixty days of the consummation of the Change in Control or Grantee’s termination of employment, as applicable; provided, however, that the timing of the payment within such sixty-day period shall be determined in the sole discretion of the Committee and the Grantee shall not directly or indirectly designate the taxable year of payment. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 5 and the related cash payment the rights of the Grantee and the obligations of the Company under this Award Agreement shall be satisfied in full.

6.    Termination of Employment due to Retirement.  In the event of the Retirement of the Grantee after nine months of the Performance Cycle have elapsed, the Grantee’s Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Committee after the close of the Performance Cycle, as described below. Subject to the negative discretion of the Committee, the Grantee will be entitled to receive a payment equal to the product of (i) the pro-rata vesting percentage equal to the days of Grantee’s Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Performance Cycle Payout Value. Such payment shall be made in accordance with Paragraph 3 as soon as administratively feasible following the Committee’s determination under Paragraph 2 and, in any event, between January 1 and March 15 immediately following the end of the Performance Cycle. If, in accordance with the Committee’s determination under Paragraph 2, the Performance Cycle Payout is zero, the Grantee shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 6 and the making of the related cash payment, if any, the rights of the Grantee and the obligations of the Company under this Award Agreement shall be satisfied in full. The death of the Grantee following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6.

7.     Specified Employees.  Notwithstanding any other provision of this Award Agreement to the contrary, if the Grantee is a “specified employee” as determined by the Company in accordance with its established policy, any settlement of Awards under this Award Agreement that would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Grantee as a result of the Grantee’s “separation from service” as defined under Section 409A of the Code (other than as a result of death) and that would otherwise be paid within six months of the Grantee’s separation from service shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Grantee’s separation from service, or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. The payment of amounts under this Award Agreement described herein is hereby designated as a “separate payment” for purposes of Section 409A of the Code.

8.    Taxes.  Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the payment otherwise payable to the Grantee, or from other compensation payable to the Grantee (to the

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extent consistent with Section 409A of the Code), at the time of the delivery of such cash payment.

9.    No Shareholder Rights.  The Grantee shall in no way be entitled to any of the rights of a shareholder as a result of this Award Agreement.

10.    Nonassignability.  Upon the Grantee’s death, the Performance Units may be transferred by will or by the laws governing the descent and distribution of the Grantee’s estate. Otherwise, the Grantee may not sell, transfer, assign, pledge or otherwise encumber any portion of the Performance Units, and any attempt to sell, transfer, assign, pledge, or encumber any portion of the Performance Units shall have no effect.

11.    No Right to Continued Employment or Service.  Neither the Plan nor this Award Agreement shall be construed as giving the Grantee the right to be retained in the employ of, or in any consulting relationship to, any member of the Company Group. Further, any member of the Company Group may at any time dismiss the Grantee or discontinue any employment or consulting relationship, free from liability or any claim under the Plan or this Award Agreement, except as otherwise expressly provided herein. Any determinations as to whether the Grantee continues to be employed shall be at the discretion of the Committee.

12.    Modification of Award Agreement.  Any modification of this Award Agreement shall be binding only if evidenced in writing and signed by an authorized representative of the Company, provided that no modification may, without the consent of the Grantee, adversely affect the rights of the Grantee hereunder.

13.     Notices. Any notice under this Award Agreement shall be addressed to the Company in care of its Secretary, and to the Grantee at the address appearing in the personnel records of the Company for the Grantee or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14.Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws.

15.Arbitration. Any dispute with regard to the enforcement of this Award Agreement shall be exclusively resolved by a single experienced arbitrator, selected in accordance with the American Arbitration Association (“AAA”) rules and procedures, at an arbitration to be conducted in the State of New York pursuant to the National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of Delaware as provided for under Section 11 hereof. The AAA shall provide the parties hereto with lists for the selection of arbitrators composed entirely of arbitrators who are members of the National Academy of Arbitrators and who have prior experience in the arbitration of disputes between employers and senior executives. The determination of the arbitrator shall be final and binding on the parties hereto and judgment therein may be

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entered in any court of competent jurisdiction. Each party shall pay its own attorneys’ fees and disbursements and other costs of the arbitration.

16.Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Award Agreement shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

17.Restrictive Covenants.

(a) Non-Competition. The Grantee shall not, at any time beginning on the Date of Grant and ending on the date that is six (6) months following the Grantee’s separation from service from the Company Group for any reason, be a more than 5% shareholder, director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with the Business (as defined below).

(b) Non-Solicitation. During the period beginning on the Date of Grant and ending on the date that is twelve months following the Grantee’s separation from service from the Company Group for any reason, the Grantee shall not directly recruit or otherwise solicit or induce any employee of the Company Group to terminate his or her employment with the Company Group in order to be hired by the Grantee in a business which competes directly with the Business; provided, however, that general solicitation or advertising for employment by the Grantee shall not be prohibited by this Section 17(b).

(c) Non-Disparagement. During the Grantee’s employment and at any time following his or her termination, the Grantee agrees not to disparage, either orally or in writing, in any material respect any member of the Company Group.

(d) Reformation. In the event the terms of this Section 17 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(e) Business. As used in Sections 17 and 18 hereof, the term “Business” shall mean the crude oil refining business in the specific geographic areas in which the Company’s oil refining operations primarily conduct business at the date of the Grantee’s termination.

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18. Non-Disclosure of Confidential Information.

(a) Protection of Confidential Information. All items of information, documents (including electronically stored documents like email), and materials pertaining to the business and operations of the Company Group that are not made public by the Company Group through authorized means will be considered confidential (hereafter, “Confidential Information”). Confidential Information includes, but is not limited to, customer lists, business referral source lists, internal cost and pricing data and analysis, marketing plans and strategies, personnel files and evaluations, financial and accounting data, operational and other business affairs and methods, contracts, technical data, know-how, trade secrets, computer software and other proprietary and intellectual property, and plans and strategies for future developments relating to any of the foregoing. Except in connection with the faithful performance of the Grantee’s duties hereunder or as permitted pursuant to Sections 18(c), (d) and (e), the Grantee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his or her benefit or the benefit of any person, firm, corporation or other entity any Confidential Information, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company Group, or any of its successors.

(b) Return of Confidential Information. Upon termination of the Grantee’s service or employment with the Company for any reason, the Grantee upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in the Grantee’s possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the Company Group.

(c) No Prohibition. Nothing in this Agreement shall prohibit the Grantee from (i) disclosing information and documents when required by law, subpoena or court order (provided, except as stipulated in Sections 18(c), (d) and (e), the Grantee gives reasonable notice thereof and makes reasonably available to the Company and its counsel the documents and other information sought and assists such counsel, at the Company’s expense, in resisting or otherwise responding to such order or process), (ii) disclosing information and documents to his or her attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the post-employment restrictions in this Agreement to any potential new employer, (iv) retaining, at any time, his or her personal correspondence, his or her personal rolodex or outlook contacts and documents related to his or her own personal benefits, entitlements and obligations, or (v) disclosing or retaining information that, through no act of the Grantee in breach of this Agreement or any other party in violation of an existing confidentiality agreement with the Company, is generally available to the public, is in the public domain at the time of disclosure or is available from other sources.

(d) Whistleblower Protection. Notwithstanding anything herein or in any other agreement with or policy (including without limitation any code of conduct or employee

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manual) of the Company, nothing herein or therein is intended to or shall (i) prohibit or restrict the Grantee or his or her attorney from reporting possible violations of federal or state law or regulation to any government agency, commission or entity, including, but not limited to, the Department of Justice, the Commodities Futures Trading Commission, the Securities and Exchange Commission, the Department of Labor, Congress, any state Attorney General, any self-regulatory organization or any agency Inspector General (“Government Agencies”); (ii) prohibit or restrict the Grantee or his or her attorney from initiating communications directly with; responding to any inquiry from; volunteering information to; or testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with a disclosure made under a whistleblower law or regulation; (iii) prohibit or restrict the Grantee or his or her attorney from making disclosures that are protected under the whistleblower provisions of federal or state law or regulation; (iv) require the Grantee to provide notice to or receive authorization from the Company prior to making reports or disclosures to Government Agencies; or (v) result in a waiver or other limitation of the Grantee’s rights and remedies as a whistleblower, including to a monetary award. The Company will not take action under any agreement or policy against or sanction anyone who reports suspected violations of Company policies or any law or regulation. Furthermore, the Company prohibits retaliation against anyone who reports suspected violations of Company policies or any law or regulation.

(e) Disclosure of Trade Secrets. The Grantee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal.

19. Definitions. For purposes of this Award Agreement:

“Beginning Stock Price” means the average of the daily closing price of common stock for the thirty (30) calendar days immediately prior to the commencement of the Performance Period or the Performance Cycle, as the case may be, historically adjusted, if necessary, for any stock split, stock dividend, recapitalizations, or similar corporate events that occur during the measurement period.

“Change in Control” for purposes of this Award Agreement shall have the same definition as under the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan, as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference.

“Company Group” means the Company and its Subsidiaries and Affiliates.

“Employment” means employment with, or the provision of services to, the Company Group. For purposes of this Award Agreement, Employment shall also include any period of time during which the Grantee is on temporarily disability status. The length of any period of

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Employment shall be determined by the member of the Company Group that either (i) employs the Grantee or (ii) employed the Grantee immediately prior to the Grantee’s termination of Employment.

“Ending Stock Price” means the average of the daily closing price of common stock for the thirty (30) calendar days prior to the end of the Performance Period or the Performance Cycle, as the case may be, historically adjusted, if necessary, for any stock split, stock dividend, recapitalizations, or similar corporate events that occur during the measurement period.

“Payout Percentage” means the average of the TSR Performance Percentage and the TSR Performance Percentage (from 0% to 200%) determined by the Committee in accordance with the procedures set forth in Paragraph 2, which shall be used to determine the Performance Period Payout for the applicable Performance Period.

“Peer Group” means (x) Marathon Petroleum Corporation, Valero Energy Corporation, Delek US Holdings, Inc., HollyFrontier Corporation and Phillips 66 Company or (y) such other group of companies and indices (such as the S&P 1000 Energy Index) that are pre-established by the Committee which principally represent a group of selected peers, or such other group of companies as selected and pre-established by the Committee. In the event that there are less than four members of the Peer Group, the S&P 1000 Energy Index shall be added to the Peer Group. In addition, such pre-established Peer Group is subject to the following adjustments:

(a) If a member of the Peer Group is substantially acquired by another company, the acquired Peer Group company will be removed from the Peer Group for the performance periods not yet completed and for the entire 36-month Performance Cycle.

(b) If a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Cycle unless such disposition(s) results in the disposition of more than 50% of such company’s total assets during the Performance Cycle.

(c) If a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the Performance Cycle, unless the newly formed company’s primary business no longer satisfies the criteria for which such member was originally selected as a member of the Peer Group, then in such case the company shall be removed from the Peer Group.

(d) If any member of the Peer Group splits its stock, such company’s TSR performance will be adjusted for the stock split so as not to give an advantage or disadvantage to such company by comparison to the other companies.

(e) If a member of the Peer Group is (x) delisted on all major U.S. stock exchanges, (y) is no longer publicly traded or (z) files for bankruptcy, liquidation or reorganization during the Performance Cycle, such member will remain in the Peer Group positioned below the lowest performing non-bankrupt member of the Peer

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Group for performance periods not yet completed and for the entire 36-month Performance Cycle.

In addition, the Compensation Committee shall have the discretionary authority to make other appropriate adjustments, in response to a change in circumstances after the commencement of the Performance Cycle that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected. In applying the described adjustments, in the event that any adjustment is made to the Peer Group during any Performance Cycle, PBF’s TSR ranking within the peer group will be calculated for any incomplete or future performance periods (including the entire 36-month Performance Cycle) as if that company was not a peer at the start of each incomplete performance period. TSR ranking for performance periods completed prior to the removal of the peer will not be recalculated.

“Performance Cycle” means the period from January 1, 2018 to December 31, 2020.

“Performance Cycle Payout” means the aggregate of the Performance Period Payouts for the Performance Cycle.

“Performance Period Payout” means for each of the Performance Periods set forth in clauses (i) through (iv) in Paragraph 2, the product of the Payout Percentage for such Performance Period, one-quarter (1/4) of the number of Performance Units, and $1.00.

“Retirement” means for a Grantee with five or more years of Employment, termination on or after the Grantee's 55th birthday, provided that such termination constitutes a separation from service within the meaning of Section 409A of the Code.

“TSR Performance Percentile” means the ranking of the Company’s Total Shareholder Return for a performance period as compared to the average Total Shareholder Return of the Peer Group companies, as determined at the end of each Performance Period.

“TSR Performance Rank” means the ranking of the Company’s Total Shareholder Return for a performance period among the Total Shareholder Returns of the Peer Group companies, ranked in descending order, as determined at the end of each Performance Period.

“Total Shareholder Return” or “TSR” means for the Company and each entity in the Peer Group, the number derived using the following formula:

(End Stock Price - Beginning Stock Price) + Cumulative Dividends

Beginning Stock Price

21. Deferral of Payout. A Grantee who qualifies as a Participant under an LTIP Performance Unit Deferral Plan may, subject to such restrictions and requirements under Section 409A of the Code, irrevocably elect to defer to a date that is at least five years after the scheduled payment date of the payment of cash. The election to defer must be made no

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later than the end of the second year of the performance measurement period, or such earlier date as may be specified by the Committee. The election will not be effective for 12 months following the election date in accordance with Section 409A of the Code.  The amount subject to a deferral election will be converted to unfunded deferred cash. Under U.S. income tax law, a recipient will generally not be subject to income tax until the deferred cash is paid.  The deferred cash will not be funded by the Company. In this regard, a recipient’s rights to deferred cash are those of a general unsecured creditor of the Company. Details of the deferral of Performance Units into deferred cash will be provided with the election materials. The opportunity to make such an election is subject to changes in Federal tax law. The Committee reserves the right to discontinue offering Performance Unit deferral elections at any time for any reason it deems appropriate in its sole discretion.

PBF ENERGY INC.

By:________________________________

Name:

Title:

GRANTEE:

__________________________________________

[NAME]

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