PBF Energy 2012 Annual Report Download - page 165

5. Certificate; Book Entry Form; Legend.
(a) The Company shall issue the Restricted Shares either (i) in certificate form or (ii) in book entry form,
registered in the name of the Grantee, with legends or notations, as applicable referring to the terms, conditions
and restrictions applicable to the Award. To the extent applicable, all certificates (or book entries) representing
the Shares 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. The Grantee further agrees that any certificate
issued for Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall be inscribed
with the following legend:
This certificate and the shares of stock represented hereby are subject to the terms and conditions, including
forfeiture provisions and restrictions against transfer, contained in the PBF Energy Inc. 2012 Equity
Incentive Plan, as amended from time to time, and an agreement entered into between the registered owner
and the Company, copies of which are on file at the principal offices of the Company.
(b) Upon the lapse of restrictions relating to any Restricted Shares, the Company shall, as applicable, either
remove the notations on any such Shares of Restricted Stock issued in book-entry form or deliver to the Grantee
or the Grantee’s personal representative a stock certificate representing a number of Shares, free of the restrictive
legend described in Section 5(a) above, equal to the number of Shares with respect to which such restrictions
have lapsed. If certificates representing such Shares shall have theretofore been delivered to the Grantee, such
certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer
prior to the issuance by the Company of such unlegended Shares.
(c) Any Restricted Shares forfeited pursuant to this Agreement shall be transferred to, and reacquired by, the
Company without payment of any consideration by the Company, and neither the Grantee nor any of the
Grantee’s permitted transferees, successors, heirs, assigns or personal representatives shall thereafter have any
further rights or interests in such Shares. If certificates for any such Shares containing restrictive legends shall
have theretofore been delivered to the Grantee (or his/her permitted transferees, successors, heirs, assigns or
personal representatives), such certificates shall be returned to the Company, complete with any necessary
signatures or instruments of transfer.
6. Transferability. The non-vested portion of the Restricted Shares 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 Restricted Shares 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. Any sale, exchange, transfer, assignment, pledge,
hypothecation, fractionalization, hedge or other disposition in violation of this Section 6 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.
7. Taxes; 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
Award or any payment or transfer under or with respect to the Restricted Shares and to take such other action as
may be necessary in the opinion of the Committee to satisfy all of the Company’s obligations for the payment of
such withholding or other taxes. The Grantee acknowledges that he or she is solely responsible for the direct
payment of any taxes owed by Grantee in connection with the Award for which the Company is not statutorily
required to withhold, and with respect to which the Company has not entered into an agreement with Grantee to
withhold such taxes voluntarily.
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