STOCK-BASED COMPENSATION

Stock-based compensation expense included in general and administrative expenses consisted of the following:



	Years Ended December 31,
	2015		2014		2013
PBF LLC Series A Unit compensatory warrants and options	$	—	$	522	$	779
PBF LLC Series B Units	—		—		530
PBF Energy options	7,528		4,343		2,051
PBF Energy restricted shares	1,690		1,230		393
	$	9,218	$	6,095	$	3,753

PBF LLC Series A warrants and options

PBF LLC granted compensatory warrants to employees of the Company in connection with their purchase of Series A units in PBF LLC. The warrants grant the holder the right to purchase PBF LLC Series A Units. One-quarter of the PBF LLC Series A compensatory warrants were exercisable at the date of grant and the remaining three-quarters become exercisable over equal annual installments on each of the first three anniversaries of the grant date subject to acceleration in certain circumstances. They are exercisable for ten years from the date of grant. The remaining warrants became fully exercisable in connection with the initial public offering of PBF Energy in December 2012.

In addition, options to purchase PBF LLC Series A units were granted to certain employees, management and directors. Options vest over equal annual installments on each of the first three anniversaries of the grant date subject to acceleration in certain circumstances. The options are exercisable for ten years from the date of grant.

The Company did not issue PBF LLC Series A Units compensatory warrants or options in 2015, 2014 or 2013.

The following table summarizes activity for PBF LLC Series A compensatory warrants and options for the years ended December 31, 2015, 2014 and 2013:



	Number of PBF LLC Series A Compensatory Warrants and Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Stock Based Compensation, Outstanding at January 1, 2013	1,184,726		$	10.44	8.23
Exercised	(301,979	)	10.11		—
Forfeited	(41,668	)	11.27		—
Outstanding at December 31, 2013	841,079		$	10.52	7.40
Exercised	(32,934	)	10.00		—
Forfeited	(6,666	)	11.59		—
Outstanding at December 31, 2014	801,479		$	10.53	6.41
Exercised	(160,700	)	10.28		—
Outstanding at December 31, 2015	640,779		$	10.59	5.46
Exercisable and vested at December 31, 2015	640,779		$	10.59	5.46
Exercisable and vested at December 31, 2014	753,985		$	10.41	6.34
Exercisable and vested at December 31, 2013	545,247		$	10.24	7.23
Expected to vest at December 31, 2015	640,779		$	10.59	5.46

The total intrinsic value of stock options outstanding and exercisable at December 31, 2015, was $16,797, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014, and 2013 was $3,452, $618, and $4,298, respectively.

There was no unrecognized compensation expense related to PBF LLC Series A warrants and options at December 31, 2015. Unrecognized compensation expense related to PBF LLC Series A warrants and options at December 31, 2014 was $140, which was recognized in 2015.

Prior to 2014, members of management of the Company had also purchased an aggregate of 2,740,718 non-compensatory Series A warrants in PBF LLC with an exercise price of $10.00 per unit, all of which were immediately exercisable. During the year ended December 31, 2015 and 2014, 24,000 and 11,700 non-compensatory warrants were exercised, respectively. At December 31, 2015 and 2014, there were 32,719 and 56,719 non-compensatory warrants outstanding, respectively.

PBF LLC Series B Units

PBF LLC Series B Units were issued and allocated to certain members of management during the years ended December 31, 2011 and 2010. One-quarter of the PBF LLC Series B Units vested at the time of grant and the remaining three-quarters vested in equal annual installments on each of the first three anniversaries of the grant date, subject to accelerated vesting upon certain events. The Series B Units fully vested during the year ended December 31, 2013.

The following table summarizes activity for PBF LLC Series B Units for the year ended December 31, 2013:



	Number of PBF LLC Series B units		Weighted Average Grant Date Fair Value
Non-vested units at January 1, 2013	250,000		$	5.11
Allocated	—		—
Vested	(250,000	)	5.11
Forfeited	—		—
Non-vested units at December 31, 2013	—		$	—

PBF Energy options and restricted stock

PBF Energy grants awards of its Class A common stock under the 2012 Equity Incentive Plan which authorizes the granting of various stock and stock-related awards to employees, prospective employees and non-employees. Awards include options to purchase shares of Class A common stock and restricted Class A common stock that vest over a period determined by the plan.

A total of 1,899,500 and 1,135,000 options to purchase shares of PBF Energy Class A common stock were granted to certain employees and management of the Company in the years ended December 31, 2015 and 2014, respectively. A total of 247,720 and 30,348 restricted Class A common stock were granted to certain directors, employees and management of the Company as of December 31, 2015 and 2014, respectively. The PBF Energy options and restricted Class A common stock vest in equal annual installments on each of the first four anniversaries of the grant date subject to acceleration in certain circumstances. The options are exercisable for ten years from the date of grant.

The estimated fair value of PBF Energy options granted during the years ended December 31, 2015, 2014 and 2013 was determined using the Black-Scholes pricing model with the following weighted average assumptions:



	December 31, 2015			December 31, 2014			December 31, 2013
Expected life (in years)	6.25			6.25			6.25
Expected volatility	38.4		%	52.0		%	52.1		%
Dividend yield	3.96		%	4.82		%	4.43		%
Risk-free rate of return	1.58		%	1.80		%	1.53		%
Exercise price	$	30.28		$	24.78		$	27.79

The following table summarizes activity for PBF Energy options for the years ended December 31, 2015, 2014 and 2013.



	Number of PBF Energy Class A Common Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Stock-based awards, outstanding at January 1, 2013	682,500		$	26.00	9.95
Granted	697,500		27.79		10.00
Exercised	—		—		—
Forfeited	(60,000	)	25.36		—
Outstanding at December 31, 2013	1,320,000		$	26.97	9.33
Granted	1,135,000		24.78		10.00
Exercised	—		—		—
Forfeited	(53,125	)	25.44		—
Outstanding at December 31, 2014	2,401,875		$	25.97	8.67
Granted	1,899,500		30.28		10.00
Exercised	(30,000	)	25.79		—
Forfeited	(15,000	)	26.38		—
Outstanding at December 31, 2015	4,256,375		$	27.89	8.32
Exercisable and vested at December 31, 2015	1,136,250		$	26.22	7.61
Exercisable and vested at December 31, 2014	485,000		$	26.66	8.21
Exercisable and vested at December 31, 2013	158,125		$	26.00	8.95
Expected to vest at December 31, 2015	4,256,375		$	27.89	8.23

The total estimated fair value of PBF Energy options granted in 2015 and 2014 was $14,512 and $9,068 and the weighted average per unit fair value was $7.64 and $7.99. The total intrinsic value of stock options outstanding and exercisable at December 31, 2015, was $38,167 and $12,139, respectively. The total intrinsic value of stock options exercised during the year ended December 31, 2015 was $133.

Unrecognized compensation expense related to PBF Energy options at December 31, 2015 was $21,556, which will be recognized from 2016 through 2019.