PBF Energy 2012 Annual Report Download - page 164

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2. Grant of the Restricted Shares; Section 83(b) Election.
(a) The Company hereby grants to the Grantee, on the terms and conditions hereinafter set forth herein and
in the Plan, the number of Shares set forth on the signature page hereto, subject to adjustment as set forth in the
Plan.
(b) The Grantee hereby acknowledges that he or she has been informed that, with respect to the grant of the
Restricted Shares, an election (the “Election”) may be filed by the Grantee with the Internal Revenue Service,
within 30 days of the Grant Date, electing pursuant to Section 83(b) of the Code to be taxed currently on the fair
market value of the Shares on the Grant Date. The Company believes this may result in recognition of U.S.
federal taxable income to the Grantee on the Grant Date, equal to the fair market value of the Shares on such
date. Absent such an Election, taxable income will be measured and recognized by the Grantee at the time or
times at which Shares become vested. State, local and other tax considerations may also apply. The Grantee shall
seek the advice of his or her own tax advisors in connection this Award and the advisability of filing the Election.
The Grantee understands that any taxes paid as a result of the filing of the Election might not be recovered if the
unvested portion of such Shares are forfeited to the Company. The Grantee acknowledges that it is the Grantee’s
sole responsibility and not the Company’s to timely file the Election, even if the Grantee requests the Company
or its representative to make this filing on the Grantee’s behalf. The Grantee agrees to notify the Company within
10 days of filing any such Election.
3. Vesting; Terms and Conditions.
(a) General. Subject to the Grantee’s continued service or employment with the Company Group through
the applicable vesting date, the restrictions with respect to the Restricted Shares shall lapse and the Shares shall
become nonforfeitable at the times set forth on the signature page hereto.
(b) Termination of Service. If the Grantee’s service or employment with the Company Group terminates for
any reason prior to the vesting in accordance with Section 3(a), unless otherwise provided for in Section 3(c), the
Restricted Shares, to the extent not then vested and exercisable, shall be immediately forfeited by the Grantee
without consideration.
(c) Accelerated Vesting Under Certain Circumstances. Notwithstanding the foregoing, the Award shall vest
as to 100% of the Shares subject to the Award (but only to the extent the Award has not otherwise previously
been forfeited), and the Shares shall become nonforfeitable, in the event of (i) a Change in Control or (ii) the
termination of the Grantee’s service as a Director (A) without Cause, (B) if the Grantee is ready, willing and able
to serve on the Board of Directors but is not re-appointed or re-elected other than for Cause; (C) due to death or
Disability, (D) if the Board of Directors, in consultation with the Chief Executive Officer, so determines, upon
retirement, and (E) by the Grantee for Good Reason.
(d) Ownership of Shares. Subject to the restrictions set forth in the Plan and this Agreement, the Grantee
shall possess from Date of Grant all incidents of ownership of the Restricted Shares granted hereunder, including,
without limitation, (i) the right to vote such Restricted Shares, and (ii) the right to receive dividends (on a current
basis) with respect to such Restricted Shares (but only to the extent declared and paid to holders of Shares by the
Company in its sole discretion), provided, however, that any such dividends shall be treated, to the extent
required by applicable law, as additional compensation for tax purposes if paid on Restricted Shares.
4. 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.
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