PBF Energy 2012 Annual Report Download - page 167

(b) Return of Confidential Information. Upon termination of the Grantee’s service or employment with the
Company for any reason, the Grantee upon the request of the Company will promptly either destroy or deliver to
the Company any and all Confidential Information in the Grantee’s possession and any other documents
concerning the customers, business plans, marketing strategies, products or processes of the Company Group.
(c) No Prohibition. Nothing in this Agreement shall prohibit the Grantee from (i) disclosing information and
documents when required by law, subpoena or court order (provided the Grantee gives reasonable notice thereof
and makes reasonably available to the Company and its counsel the documents and other information sought and
assists such counsel, at the Company’s expense, in resisting or otherwise responding to such order or process),
(ii) disclosing information and documents to his attorney or tax adviser for the purpose of securing legal or tax
advice, (iii) disclosing the post-employment restrictions in this Agreement to any potential new employer,
(iv) retaining, at any time, his personal correspondence, his personal rolodex or outlook contacts and documents
related to his own personal benefits, entitlements and obligations, or (v) disclosing or retaining information that,
through no act of the Grantee in breach of this Agreement or any other party in violation of an existing
confidentiality agreement with the Company, is generally available to the public, is in the public domain at the
time of disclosure or is available from other sources.
15. Specific Performance. The Grantee acknowledges and agrees that remedies at law available to the
Company for a breach or threatened breach of any of the provisions of Section 14 would be inadequate and any
member of the Company Group would suffer irreparable damages as a result of such breach or threatened breach.
In recognition of this fact, the Grantee agrees that, in the event of such a breach or threatened breach, in addition
to any remedies at law, the Company without posting any bond, shall be entitled to obtain equitable relief in the
form of specific performance, temporary restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available.
16. Conformity to Section 409A. It is intended that the Award either be exempt from or avoid taxation under
Section 409A. Any ambiguity in this Agreement shall be interpreted to preserve exemption from, or comply with,
Section 409A. To the extent applicable, as determined in the sole discretion of the Committee with and upon
advice of counsel, (a) each amount or benefit payable pursuant to this Agreement shall be deemed a separate
payment for purposes of Section 409A and (b) in the event the equity interests of the Company are publicly
traded on an established securities market or otherwise and the Grantee is a “specified employee” (as determined
under the Company’s administrative procedure for such determinations, in accordance with Section 409A) at the
time of the Grantee’s separation from service, any payments under this Agreement that are deemed to be deferred
compensation subject to Section 409A shall not be paid or begin payment until the earlier of the Grantee’s death
and the first day following the six (6) month anniversary of the Grantee’s date of separation from service. The
Committee shall use commercially reasonable efforts to implement the provisions of this Section 16 in good
faith; provided that neither the Company, the Board, the Committee nor any of the Company’s employees,
directors or representatives shall have any liability to Grantee with respect to this Section 16.
17. Section Headings; Construction. The section headings contained herein are for the purpose of
convenience only and are not intended to define or limit the contents of the sections. All words used in this
Agreement shall be construed to be of such gender or number, as the circumstances require. Unless otherwise
expressly provided, the word “including” does not limit the preceding words or terms.
18. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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