PBF Energy 2012 Annual Report Download - page 166

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8. 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.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
state of Delaware without regard to conflicts of laws.
10. Arbitration. Any dispute with regard to the enforcement of this Agreement shall be exclusively resolved
by a single experienced arbitrator licensed to practice law in the State of New York, 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 Commercial Arbitration Rules of AAA with the arbitrator applying the
substantive law of the State of Delaware as provided for under Section 9 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.
11. 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.
12. Restricted Shares Subject to Plan; Conflict. By entering into this Agreement the Grantee agrees and
acknowledges that the Grantee has received and read a copy of the Plan. The Restricted Shares are 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.
13. 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.
14. 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 14(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.
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