PBF Energy 2012 Annual Report Download - page 163

Exhibit 10.22
PBF ENERGY INC.
2012 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT FOR DIRECTORS
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 Restricted Shares (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 Award under this Agreement should become subject to
Section 409A, “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) Good Reason: Good Reason means, without the Grantee’s consent: (i) with respect to the Grantee, a
material breach by any member of the Company Group of any of its material covenants or obligations under this
Agreement, the Plan or any service agreement of any member of the Company Group; or (ii) the failure of the
Company Group to pay or cause to be paid the Grantee’s fees or other compensation when due; provided, that
prior to the Grantee’s separation from service for Good Reason under clauses (i) and (ii) above, the Grantee must
give written notice to the Company Group member to which he renders services of any such event that
constitutes Good Reason within twenty (20) days of the occurrence of such event and such event must remain
uncorrected for thirty (30) days following receipt of such written notice; and provided further that any
termination due to Good Reason must occur no later than sixty (60) days after the occurrence of the event giving
rise to Good Reason.
(d) Plan: The PBF Energy Inc. 2012 Equity Incentive Plan, as it may be amended or supplemented from
time to time.
(e) Restricted Share: A Share with respect to which the terms, conditions and restrictions are set forth in
Section 3 of this Agreement.