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PBF ENERGY S-1/A Filing

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					                                          As filed with the Securities and Exchange Commission on November 13, 2012
                                                                                                         Registration Statement No. 333-177933




                                                                   UNITED STATES
                                                       SECURITIES AND EXCHANGE COMMISSION
                                                                Washington, D.C. 20549


                                                                           Amendment No. 5
                                                                                to
                                                                             FORM S-1
                                                                     REGISTRATION STATEMENT
                                                                              UNDER
                                                                     THE SECURITIES ACT OF 1933


                                                                                 PBF ENERGY INC.
                                                                      (Exact name of Registrant as specified in its charter)
                          Delaware                                                                2911                                                         45-3763855
                   (State or other jurisdiction                                      (Primary Standard Industrial                                            (I.R.S. Employer
               of incorporation or organization)                                      Classification Code Number)                                         Identification Number)




                                                                            One Sylvan Way, Second Floor
                                                                             Parsippany, New Jersey 07054
                                                                               Telephone: (973) 455-7500
                               (Name, address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)




                                                                                     Michael D. Gayda
                                                                                         President
                                                                                      PBF Energy Inc.
                                                                              One Sylvan Way, Second Floor
                                                                              Parsippany, New Jersey 07054
                                                                                 Telephone: (973) 455-7500
                                            (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                                                                            Copies to:
                     Todd E. Lenson, Esq.                                                 Jeffrey Dill, Esq.                                            William M. Hartnett, Esq.
                 Jordan M. Rosenbaum, Esq.                                                 PBF Energy Inc.                                              Douglas S. Horowitz, Esq.
                Stroock & Stroock & Lavan LLP                                   Senior Vice President, General Counsel                                  Cahill Gordon & Reindel LLP
                       180 Maiden Lane                                             One Sylvan Way, Second Floor                                                 80 Pine Street
                  New York, New York 10038                                          Parsippany, New Jersey 07054                                        New York, New York 10005
                   Telephone: (212) 806-5400                                          Telephone: (973) 455-7500                                          Telephone: (212) 701-3000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box. 

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. 

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 

      Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer                     Accelerated Filer                              Non-accelerated Filer                            Smaller Reporting Company 
                                                                                             (Do not check if a smaller reporting company)




      The Registrant hereby amends this registration statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
                                                          EXPLANATORY NOTE

      This Amendment is being filed solely for the purpose of filing Exhibits 10.12, 10.13, 10.14, 10.15, 10.16 and 10.27. No change is made
to the prospectus constituting Part I of the Registration Statement or Items 13, 14, 15, 16(b) or 17 of Part II of the Registration Statement.
                                                                      PART II

                                            INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

      (a) A list of exhibits filed with this registration statement on Form S-1 is set forth in the Exhibit Index and is incorporated herein by
reference.

                                                                        II-1
                                                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Parsippany-Troy Hills, State of New Jersey, on November 13, 2012.

                                                                                       PBF ENERGY INC.

                                                                                       By:       / S / J EFFREY D ILL
                                                                                       Name:     Jeffrey Dill
                                                                                       Title:    Officer

     Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the
capacities indicated, on November 13, 2012.
                                 Signature                                                                    Title


*                                                                              Chief Executive Officer (Principal Executive Officer)
Thomas J. Nimbley

*                                                                              Senior Vice President, Chief Financial Officer (Principal
Matthew C. Lucey                                                               Financial Officer)

*                                                                              Chief Accounting Officer (Principal Accounting Officer)
Karen B. Davis

*                                                                              Executive Chairman of the Board of Directors
Thomas D. O’Malley

*                                                                              Director
Spencer Abraham

*                                                                              Director
Jefferson F. Allen

*                                                                              Director
Martin J. Brand

*                                                                              Director
Timothy H. Day

*                                                                              Director
David I. Foley

*                                                                              Director
Dennis Houston

*                                                                              Director
Neil A. Wizel

* By:

/ S / J EFFREY D ILL                                                         Attorney-in-fact for the persons indicated
Jeffrey Dill

                                                                      II-2
                                                    EXHIBIT INDEX
  Exhibit
  Number                                                          Description
 1.1*       Underwriting Agreement
 3.1**      Form of Amended and Restated Certificate of Incorporation of PBF Energy Inc.
 3.2**      Form of Amended and Restated Bylaws of PBF Energy Inc.
 4.1**      Form of Amended and Restated Registration Rights Agreement
 4.2**      Indenture, dated as of February 9, 2012, among PBF Holding Company LLC, PBF Finance Corporation, the Guarantors
            party thereto, Wilmington Trust, National Association and Deutsche Bank Trust Company Americas
 5.1*       Opinion of Stroock & Stroock & Lavan LLP
10.1†**     Asset Purchase Agreement, dated as of April 7, 2010, by and among The Premcor Refining Group Inc., The Premcor
            Pipeline Co., Delaware City Refining Company LLC and Delaware Pipeline Company LLC, as amended
10.2†**     Stock Purchase Agreement, dated as of September 24, 2010, by and between Valero Refining and Marketing Company and
            PBF Holding Company LLC, as amended as of November 29, 2010 and December 17, 2010
10.3†**     Asset Sale and Purchase Agreement, dated as of December 2, 2010, by and between Toledo Refining Company, LLC and
            Sunoco, Inc. (R&M), as amended as of January 18, 2011, February 15, 2011 and February 28, 2011
10.4†**     Offtake Agreement, dated as of March 1, 2011, by and between Toledo Refining Company LLC and Sunoco, Inc. (R&M)
10.4.1**    Assignment and Assumption Agreement, dated as of March 1, 2012, by and between Toledo Refining Company LLC, PBF
            Holding Company LLC, and Sunoco, Inc. (R&M)
10.5†**     Products Offtake Agreement, dated as of December 14, 2010, by and between Morgan Stanley Capital Group Inc. and PBF
            Holding Company LLC (superseded by Exhibit 10.25, Amended and Restated Products Offtake Agreement, dated as of
            August 30, 2012, between Morgan Stanley Capital Group Inc., PBF Holding Company LLC and Paulsboro Refining
            Company LLC)
10.6†**     Products Offtake Agreement, dated as of April 7, 2011, by and between Morgan Stanley Capital Group Inc. and Delaware
            City Refining Company LLC (superseded by Exhibit 10.24, Second Amended and Restated Products Offtake Agreement,
            dated as of July 30, 2012, between Morgan Stanley Capital Group Inc., Transmontaigne Product Services Inc., Delaware
            City Refining Company LLC and PBF Holding Company LLC)
10.7†**     Crude Oil Acquisition Agreement, dated as of May 31, 2011, by and between Morgan Stanley Capital Group Inc. and
            Toledo Refining Company LLC (superseded by Exhibit 10.23, Amended and Restated Crude Oil Acquisition Agreement,
            dated as of March 1, 2012, by and between Morgan Stanley Capital Group Inc. and PBF Holding Company LLC)
10.8†**     Crude Oil/Feedstock Supply/Delivery and Services Agreement, effective as of April 7, 2011, by and between Statoil
            Marketing & Trading (US) Inc. and Delaware City Refining Company LLC, as amended as of July 29, 2011
10.8.1**    Agreement on Modification to the DCR Crude Supply Agreement, effective as of October 31, 2012, by and between
            Statoil Marketing & Trading (US) Inc. and Delaware City Refining Company LLC
10.9†**     Crude Oil/Feedstock Supply/Delivery and Services Agreement, effective as of December 16, 2010, by and between Statoil
            Marketing & Trading (US) Inc. and PBF Holding Company LLC, amended as of January 7, 2011, April 26, 2011 and July
            28, 2011
  Exhibit
  Number                                                          Description
10.9.1†**   Fourth Amendment to Crude Oil/Feedstock Supply/Delivery and Services Agreement, entered into as of August 2, 2012,
            by and among Statoil Marketing & Trading (US) Inc., Paulsboro Refining Company LLC and PBF Holding Company
            LLC
10.10**     Second Amended and Restated Letter of Credit Facility Agreement, dated as of April 24, 2012, by and among PBF
            Holding Company LLC, Paulsboro Refining Company LLC, Delaware City Refining Company LLC and BNP Paribas
            (Suisse) SA
10.11**     Second Amended and Restated Revolving Credit Agreement dated as of October 26, 2012, among PBF Holding Company
            LLC, Delaware City Refining Company LLC, Paulsboro Refining Company LLC and Toledo Refining Company LLC, the
            lenders party thereto in their capacities as lenders thereunder, UBS AG, Stamford Branch, as Administrative Agent and
            Co-Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as Co-Collateral Agents
10.12       Form of Second Amended and Restated Employment Agreement between PBF Investments LLC and Thomas D.
            O’Malley
10.13       Form of Amended and Restated Employment Agreement between PBF Investments LLC and Thomas J. Nimbley
10.14       Form of Second Amended and Restated Employment Agreement between PBF Investments LLC and Matthew C. Lucey
10.15       Form of Second Amended and Restated Employment Agreement between PBF Investments LLC and Donald F. Lucey
10.16       Form of Amended and Restated Employment Agreement between PBF Investments LLC and Michael D. Gayda
10.17**     Form of Restated Warrant and Purchase Agreement between PBF Energy Company LLC and the officers party thereto, as
            amended
10.18**     Form of Indemnification Agreement between PBF Energy Inc. and each of the executive officers and directors of PBF
            Energy Inc.
10.19*      Form of Indemnification Agreement between PBF Energy Company LLC and each of the officers party thereto
10.20**     Form of Tax Receivable Agreement
10.21**     Form of Exchange Agreement
10.22**     Form of Amended and Restated Limited Liability Company Agreement of PBF Energy Company LLC
10.23†**    Amended and Restated Crude Oil Acquisition Agreement, dated as of March 1, 2012, by and between Morgan Stanley
            Capital Group Inc. and PBF Holding Company LLC
10.23.1**   First Amendment to Amended and Restated Crude Oil Acquisition Agreement, dated as of June 28, 2012, by and between
            PBF Holding Company LLC and Morgan Stanley Capital Group Inc.
10.23.2**   Second Amendment to Amended and Restated Crude Oil Acquisition Agreement, dated as of October 11, 2012, by and
            between PBF Holding Company LLC and Morgan Stanley Capital Group Inc.
10.24†**    Second Amended and Restated Products Offtake Agreement, dated as of July 30, 2012, between Morgan Stanley Capital
            Group Inc., Transmontaigne Product Services Inc., Delaware City Refining Company LLC and PBF Holding Company
            LLC, amended as of September 1, 2012
10.24.1**   Second Amendment to Second Amended and Restated Products Offtake Agreement, dated as of October 11, 2012,
            between Morgan Stanley Capital Group Inc., Transmontaigne Product Services Inc., Delaware City Refining Company
            LLC and PBF Holding Company LLC
10.25†**    Amended and Restated Products Offtake Agreement, dated as of August 30, 2012, between Morgan Stanley Capital Group
            Inc., PBF Holding Company LLC and Paulsboro Refining Company LLC
  Exhibit
  Number                                                                      Description

10.25.1**            First Amendment to Amended and Restated Products Offtake Agreement, dated as of October 11, 2012, between
                     Morgan Stanley Capital Group Inc., PBF Holding Company LLC and Paulsboro Refining Company LLC
10.26**              Form of Stockholders’ Agreement of PBF Energy Inc.
10.27                PBF Energy Inc. 2012 Equity Incentive Plan
21.1**               Subsidiaries of the Registrant
23.1**               Consent of Deloitte & Touche LLP
23.2**               Consent of Deloitte & Touche LLP
23.3**               Consent of Ernst & Young LLP
23.4**               Consent of KPMG LLP
23.5*                Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1)
24.1**               Power of Attorney (included on signature page)
24.2**               Power of Attorney of Spencer Abraham

            *    To be filed by amendment.
            **   Previously filed.
            †    Portions of this exhibit were omitted and have been filed separately with the Secretary of the SEC pursuant to the
                 Registrant’s application requesting confidential treatment under Rule 406 of the Securities Act.
                              Exhibit 10.12

Second Amended and Restated

  Employment Agreement

         between

   PBF Investments LLC

           and

    Thomas D. O’Malley
                                                  SECOND AMENDED AND RESTATED

                                                      EMPLOYMENT AGREEMENT

     This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of                                 , 2012 is
by and between PBF Investments LLC, a Delaware limited liability company (the “ Company ”), and Thomas D. O’Malley (“ Executive ”).


                                                                  RECITALS

     WHEREAS , the Company is an indirect wholly-owned subsidiary of PBF Energy Company LLC;

     WHEREAS , the Company and Executive are parties to that certain Amended and Restated Employment Agreement effective as of
January 1, 2011 (as amended, the “ Prior Agreement ”);

     WHEREAS , the Company and Executive desire to amend the Prior Agreement in certain respects;

     WHEREAS , the Company desires to continue to employ the Executive and the Executive desires to accept such continued employment
upon the terms and conditions contained in this Agreement; and

      WHEREAS , the Company and Executive desire that effective on and after the date hereof, this Agreement shall replace and supersede
the Prior Agreement and that the Prior Agreement shall be of no force and effect.


                                                                AGREEMENT

      NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements set forth below the parties
hereto agree as follows:

      1. Term of Employment/Location . Subject to the provisions of Section 8, Executive’s employment with the Company pursuant to this
Agreement shall commence on                  , 2012 (the “ Start Date ”) and shall continue under this Agreement until              , 2013 (the “
Stated Term ”) on the terms and subject to the conditions set forth in this Agreement; provided , that the Stated Term automatically shall be
renewed by successive one-year periods (each, a “ Renewal Period ”) unless either party notifies the other party at least 30 days prior to the
expiration of the then applicable Stated Term that the Stated Term shall not be renewed beyond the expiration of such then applicable Stated
Term (the “ Non-Renewal Notice ”). The Stated Term including any Renewal Period may also be terminated prior to the expiration thereof in
accordance with Section 8; provided that the provisions of Sections 9, 10 and 11 shall survive any termination of this Agreement or Executive’s
termination of employment hereunder. The term “ Employment Term ” means the period from the Start Date until the expiration or
termination of the Stated Term (including any applicable Renewal Period) pursuant to this Section 1. Executive’s office location is the
Company’s West Palm Beach, Florida office and that will be his office during the term of this Agreement.

     2. Position .
         (a) At the start of the Employment Term, Executive shall serve as the Executive Chairman of the Board of Directors of the
Company and its direct and indirect
parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “ PBF Companies ”) as his primary occupation. Executive
shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “ Board ”), provided
however, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have such duties and
authority that are customary for those positions of companies of the size, type and nature of the Company. Executive acknowledges that during
the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges
that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the regular working
hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration
of any extra hours or weekend work.

            (b) Executive shall devote an appropriate amount of time and energy to the business and affairs of the PBF Companies and shall not
be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless
the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as
preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the
companies in which such investments are made. Executive may also serve on boards of directors and other positions with non-profit and
for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or
conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereof.
The Board has already consented to Executive serving as the Chairman of the Board of Trustees of Manhattan College and as an advisor to
Swiss investment company Sofa AG.

      3. Base Salary . During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $           , payable in
regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s
base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual rate of base salary, as in
effect from time to time, is hereinafter referred to as the “ Base Salary .”

      4. Annual Bonus . With respect to each calendar year of the Company ending during the Employment Term, Executive shall be eligible
to earn an annual bonus award (an “ Annual Bonus ”) in accordance with the cash incentive compensation plan of the PBF Companies on the
same basis as those awards are generally made available to other senior executives of the Company. The cash incentive compensation plan and
any amounts thereunder to be paid to Executive shall be determined in the discretion of the Board. Any Annual Bonus earned in respect of a
calendar year shall be paid in a cash lump sum no later than March 15 of the following calendar year.

      5. Incentive Programs . Executive has the option of investing in the PBF Companies and the terms of any such investment are set forth
in separate agreements between Executive and applicable PBF Companies. Executive shall also be entitled to grants of equity-based
compensation (“ Equity Awards ”) under any incentive compensation program that may be adopted by the Board on the same basis as those
benefits are generally made available to other senior executives of the Company. Any such grants shall be made at the discretion of the Board
and the terms of such grants shall be set forth in the Long Term Incentive plan documents.

                                                                       -2-
      6. Employee Benefits . During the Employment Term, Executive shall be entitled to participate in any employee benefit plans (which
term does not include bonus or incentive compensation plans) in which employees of the Company are eligible to participate (other than any
severance pay plan generally offered to all employees of the Company) as in effect from time to time (collectively “ Employee Benefits ”), on
the same basis as those benefits are generally made available to other senior executives of the Company.

     7. Business Expenses .
              During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties
hereunder shall be reimbursed by the Company in accordance with Company policy following presentation by Executive of proof of such
expenses. Executive shall be entitled to reimbursement for business travel using his personal aircraft owned through 936MP LLC. This aircraft,
a G450, will operate under charter through Executive Jet Management, a part 13S operator managing the aircraft. The charter rate will be the
lowest rate this aircraft is chartered to third parties. Executive may include his spouse and other family members or friends on such flights
provided Executive pays the then prevailing first class air fare for extra passengers traveling between the same locations. In the event Executive
is required to travel for Company business purposes, Executive’s spouse may accompany Executive without additional expense. Executive’s
flight crew and their spouses may travel without additional charge if approved by Executive. All other business travel accommodations shall be
first class. The Company shall reimburse reasonable business expenses incurred by Executive in the performance of Executive’s duties
promptly, but in any case no later than the earlier of (i) the end of the year following the year in which such expenses are incurred or (ii) 30
days from expense report submission.

       8. Termination . The Employment Term and Executive’s employment hereunder may be terminated by the Company or by Executive at
any time and for any reason. Upon any termination of Executive’s employment during the Employment Term or any annual non-renewal, the
Employment Term shall automatically terminate. Upon termination of Executive’s employment for any reason, Executive agrees to resign as of
the date of such termination and, to the extent applicable, from any boards (and committees thereof) of the PBF Companies or any of their
affiliates. If the Executive is terminated by the Company for Cause, such termination shall be effective immediately. Executive shall give 30
days’ written notice to the Company in accordance with Section 12(g) hereof in the event Executive intends to terminate his employment
without Good Reason. Notwithstanding any other provision of this Agreement (other than Section 12(h)), the provisions of this Section 8 shall
exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

           (a) Termination For Cause; Without Good Reason; Non-Renewal by Executive . Upon termination of Executive’s employment
hereunder (x) by the Company for Cause or (y) by Executive without Good Reason, including due to Executive’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) accrued, but unpaid Base Salary, earned through the date of termination;
                 (ii) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; and
               (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with this
     Agreement prior to the date of Executive’s termination; and
                 (iv) such Employee Benefits, if any, as to which Executive may be entitled pursuant to the terms governing such Employee
     Benefits; and

                                                                       -3-
                  (v) the right to exercise any vested Equity Awards in accordance with the terms set forth in any Long Term Incentive plan
     documents;
     (collectively, the “ Accrued Rights ”) and, following such termination of Executive’s employment and payment by the Company of the
     Accrued Rights, Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set
     forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above
     in Sections 5 and 6 and any Long Term Incentive compensation program. Amounts payable under (i), (ii) and (iii) above shall be paid no
     later than March 15 of the calendar year immediately following the year of Executive’s termination of employment.

            (b) Disability or Death . Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the
Company if Executive 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 Executive’s duties (such incapacity is hereinafter referred to
as “ Disability ”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be
final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability,
Executive or Executive’s estate, as applicable, shall be entitled to receive:
                  (i) the Accrued Rights;
                 (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs,
     calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of
     Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s
     employment had not terminated; provided , in the event of Executive’s termination on account of Disability, Executive has executed and
     delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and
                (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of
     Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment
     Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or
     termination on account of Disability; provided , in the event of Executive’s termination on account of Disability, Executive has executed
     and delivered (and not revoked) the Release within the time period specified in Section 12(h).

                                                                       -4-
                (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this
     Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other
     benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under
     any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

            (c) Termination In Other Circumstances . If Executive’s employment is terminated at any time (x) during the Employment Term
(other than 6 months’ prior to or within one year subsequent to the consummation of a Change in Control) (I) without Cause (other than by
reason of death or Disability) by the Company, or (II) for Good Reason by Executive or (y) due to the Company’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 1.5 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release; and
                  (iii) continuation for a period of 1 year and 6 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 1 year and 6 month period
     of benefit continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(c),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

            Executive may retire in July of 2016 or anytime thereafter and receive the same benefits set forth above in Sections 8(c)(i), (ii) and
(iii). Executive shall not be entitled to any such retirement benefits prior to July 2016.

           (d) Definitions . For purposes of this Section 8, the following terms shall have the meanings set forth below:
                  (i) “ Cause ” shall mean (A) Executive’s continued willful failure to substantially perform his duties (other than as a result of
     a disability) for a period of 30 days following written notice by the Company to Executive of such failure, (B) Executive’s conviction of,
     or plea of nolo contendere to a crime constituting a misdemeanor involving moral turpitude or a felony, (C) Executive’s willful
     malfeasance

                                                                        -5-
or willful misconduct in connection with Executive’s duties hereunder, including fraud or dishonesty against the Company, or any of its
affiliates, or any act or omission which is materially injurious to the financial condition or business reputation of the Company, or any of
its affiliates, other than an act or omission that was committed or omitted by Executive in the good faith belief that it was in the best
interest of the Company, (D) a breach of Section 12(i) hereof, or (E) Executive’s breach of the provisions of Section 9 or 10 of this
Agreement.
             (ii) “ Change in Control ” shall mean (A) any “person” or “group” (as such terms are defined in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (other than one or more of the Excluded Entities)
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
fifty percent (50%) of the combined voting power of PBF Energy Inc.’s then outstanding voting securities entitled to vote generally in the
election of directors (including by way of merger, consolidation or otherwise); (B) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of PBF Energy Inc. and its subsidiaries, taken as a whole, to any “person” or “group”
(other than one or more of the Excluded Entities); (C) a merger, consolidation or reorganization of PBF Energy Inc. (other than (x) with
or into, as applicable, any of the Excluded Entities or (y) in which the stockholders of PBF Energy Inc., immediately before such merger,
consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least
fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger,
consolidation or reorganization); (D) the complete liquidation or dissolution of PBF Energy Inc.; or (E) other than as expressly provided
for in that certain Stockholders’ Agreement by and among PBF Energy Inc. and the Investor Parties named therein (as the same may be
amended, modified or supplemented from time to time), during any period of two (2) consecutive years, individuals who at the beginning
of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by
the stockholders of PBF Energy Inc. was approved by a vote of a majority of the directors of PBF Energy Inc. then still in office, who
were either directors at the beginning of such period or whose election or nomination for election was previously so approved) (the “
Incumbent Board ”) cease for any reason to constitute a majority of the Board then in office; provided that, any director appointed or
elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an individual on the
Incumbent Board.
            (iii) “ Excluded Entity ” shall mean any of the following: (A) The Blackstone Group L.P. and any of its Affiliates including
Blackstone PB Capital Partners V L.P., Blackstone PB Capital Partners V Subsidiary L.L.C., Blackstone PB Capital Partners V-AC L.P.,
Blackstone Family Investment Partnership V USS L.P., Blackstone Family Investment Partnership V-A USS SMD L.P., Blackstone
Participation Partnership V USS L.P. and their respective general partners, Blackstone Group Management L.L.C., Blackstone,
Blackstone Management Associates V USS L.L.C. and BCP V USS Side-by-Side GP L.L.C.; (B) First Reserve Management, L.P. and
any of its Affiliates, including FR PBF Holdings LLC and FR PBF Holdings II LLC; (C) PBF Energy Inc. and any entities of which a
majority of the voting power of its voting equity securities and equity interests is owned directly or indirectly by PBF Energy Inc.; and
(D) any employee benefit plan (or trust forming a part thereof) sponsored or maintained by any of the foregoing.

                                                                  -6-
                  (iv) “ Good Reason ” shall mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid
     Executive’s Base Salary or Annual Bonus, if any, when due hereunder, (B) any adverse, substantial and sustained diminution in
     Executive’s authority or responsibilities by the Company from those described in Section 2 hereof, (C) the Company requiring a change
     in the location for performance of Executive’s employment responsibilities hereunder to a location more than 50 miles from the
     Company’s office location in West Palm Beach, Florida (not including ordinary travel during the regular course of employment) or
     (D) any other action or inaction that constitutes a material breach by the Company of the Agreement; provided , that the events described
     in clauses (A), (B), (C) and (D) of this Section 8(d)(iv) shall constitute Good Reason only if the Company fails to cure such event within
     20 days after receipt from Executive of written notice of the event which constitutes Good Reason; provided , further , that Good Reason
     shall cease to exist for an event described in clauses (A), (B), (C) and (D) of this Section 8(d)(iv) on the 90th day following the later of its
     occurrence or Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
                 (v) “ target Annual Bonus ” shall mean that level of Annual Bonus achieved at one times the Base Salary.

            (e) Change in Control . In the event of a termination of Executive’s employment 6 months’ prior to, or within one year subsequent
to the consummation of, a Change in Control (I) without Cause (other than by reason of death or Disability) by the Company, (II) for Good
Reason by Executive, or (III) due to the Company’s election not to renew the Employment Term, Executive shall be entitled to receive:
                 (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 2.99 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release;
                 (iii) immediate vesting and exercisability of any outstanding Equity Awards, warrants and Series B Units; and
                  (iv) continuation for a period of 2 years and 11 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 2-year and 11-month
     period of benefit

                                                                        -7-
     continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.
                 (v) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payments or benefits
     provided for in Section 8(e) or otherwise is or would be, if not for this Section 8(e)(v), subject to excise tax imposed under Section 4999
     of the Code (the “ Excise Tax ”), then the payments or benefits provided to the Executive shall be reduced (but not below zero) if and
     only to the extent necessary so a reduction in the total payments under this Section 8(e) would result in the Executive retaining a larger
     amount, on an after-tax basis (taking into account federal, state and local income taxes as well as any Excise Tax) than if the Executive
     received the entire amount of such payment. If there is a reduction of the payments or benefits, such reduction shall occur as mutually
     agreed upon by the Company and the Executive. Any determination required under this Section 8(e)(v) shall be made in writing by the
     independent public accountant of the Company (the “ Accountants ”), at the expense of the Company, and whose determination shall be
     conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this
     Section 8(e)(v), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on
     reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(e),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

     9. Restrictive Covenants .
             (a) Non-Competition . Executive shall not, at any time beginning on the Start Date and ending on the date that is six months
following Executive’s termination of employment for any reason (such period, the “ Non-Compete Period ”), be a more than 5% shareholder,
director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with
the Business (as defined below).

           (b) Non-Solicitation . During the Non-Compete Period, Executive shall not directly recruit or otherwise solicit or induce any senior
executive employee of the Company to terminate his or her employment with the Company or any of the Company’s affiliates in order to be
hired by Executive in a business which competes directly with the Business; provided , however , that general solicitation or advertising for
employment by Executive shall not be prohibited by this Section 9(b).

            (c) Non-Disparagement . During Executive’s employment and at any time following his termination, Executive agrees not to
disparage, either orally or in writing, in any material respect the Company or any of their affiliates.

                                                                       -8-
            (d) Reformation . In the event the terms of this Section 9 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too
extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the
maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be
enforceable, all as determined by such court in such action.

           (e) Business . As used in Sections 9 and 10 hereof, the term “ Business ” shall mean the crude oil refining business in the specific
geographic areas in which the Company’s oil refining operations primarily conduct business at the date of Executive’s termination.

           (f) Change in Control . Notwithstanding any other provision herein, this Section 9 shall be null and void upon a Change in
Control.

     10. 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 that are not made public by the Company 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 Executive’s duties hereunder or as permitted pursuant to Section 10(c),
Executive 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 or any of its successors.

           (b) Return of Confidential Information . Upon termination of Executive’s employment with the Company for any reason,
Executive upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in
Executive’s possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the
Company.

            (c) No Prohibition . Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when
required by law, subpoena or court order (provided Executive 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)

                                                                         -9-
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 Executive 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.

      11. Specific Performance . Executive acknowledges and agrees that remedies at law available to the Company for a breach or threatened
breach of any of the provisions of Sections 9 or 10 would be inadequate and the Company would suffer irreparable damages as a result of such
breach or threatened breach. In recognition of this fact, Executive 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.

     12. Miscellaneous .
           (a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.

            (b) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties with respect to the matters
herein (including, without limitation, Executive’s compensation, benefits and severance) and supersedes all prior agreements (including,
without limitation, the Predecessor Agreement which shall be of no force and effect upon this Agreement becoming effective), understandings,
memoranda, term sheets, conversations and negotiations. There are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not
be altered, modified, or amended except by written instrument signed by the parties hereto.

            (c) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.

          (d) 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.

           (e) Assignment . This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company with
Executive’s consent, such consent not to be unreasonably withheld, to a person or entity that is a successor in interest to substantially all of

                                                                        -10-
the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such affiliate or successor person or entity as applicable.

            (f) Successors; Binding Agreement . This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devises and legatees of Executive.

            (g) Notice . For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by hand or overnight courier or five days after it has been mailed by
United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

             If to the Company:            PBF Investments LLC
                                           222 Lakeview Avenue, Suite 1510
                                           West Palm Beach, FL 33401

             If to Executive:
            (h) Release . As a condition of receipt of the benefits described in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii) and 8(e)(ii), as applicable,
Executive must execute the full and complete release of the PBF Companies and certain related entities or persons thereof in substantially the
form attached hereto as Exhibit A (the “ Release ”) from any and all claims which Executive may then have for whatever reason or cause in
connection with Executive’s employment and the termination thereof (other than those obligations specifically set out in this Agreement, any
indemnification agreement, the indemnification provisions in the Company’s governing documents, and the obligations of the Company and
such related entities to the extent that the documents providing for such obligations specifically provide that the obligations are in addition to
obligations under this Agreement), and deliver the Release to the Company on or prior to the 21st day or the 45th day, as applicable, following
the date on which his employment with the Company terminates and he is given an execution version of the Release, and Executive shall not
revoke the same within the seven-day period following its execution.

           (i) Arbitration . Any dispute with regard to the enforcement of this Agreement or any matter relating to the employment of
Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts or any violation
of law other than the seeking of equitable relief in accordance with applicable law under Section 11 hereof, 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 National Rules for the
Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of New York as provided for
under

                                                                        -11-
Section 12(a) 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.

           (j) Executive Representation . Executive hereby represents to the Company that (i) he has duly executed and delivered this
Agreement, and (ii) the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other
agreement or policy or government or court order to which Executive is a party or otherwise bound.

            (k) Cooperation . Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal
from any action or proceeding) that relates to events occurring during Executive’s employment hereunder. The Company shall provide
Executive with a reasonable stipend of not less than $2,000.00 per day and shall reimburse Executive for reasonable expenses incurred as a
result of Executive’s cooperation with the Company. Notwithstanding anything to the contrary herein, this provision shall survive any
termination of this Agreement.

           (l) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or regulation.

             (m) Indemnification, Insurance and Related Matters . During the Employment Term and for so long as there exists potential for
liability thereafter with regard to the Executive’s activities during the Employment Term on behalf of the PBF Companies (regardless of
whether as an employee, officer, or member of the Board or in any other capacity on behalf of the PBF Companies), the Company shall
indemnify, defend and hold harmless the Executive on terms and conditions no less favorable than any of the PBF Companies provides at any
time during the Employment Term or afterwards to its other executive officers and members of the Board. During the Employment Term and
for six (6) years thereafter, the Executive shall be entitled, at the Company’s expense, to the same directors’ and officers’ liability insurance
coverage that any of the PBF Companies provides generally to its other executive officers and members of the Board, as may be amended from
time to time, provided that such insurance coverage following the Employment Term shall be on terms and conditions no less favorable to the
Executive than those in effect at the expiration or termination of the Employment Term. The rights provided by this Section 12(m) shall be in
addition to any other rights to which Executive may be entitled under any of the organizational documents of any of the PBF Companies, any
agreement, pursuant to any vote of the holders of equity interests or securities of any of the PBF Companies, as a matter of law or otherwise.

                                                                       -12-
     (n) Section 409A.
            (i) Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid
during the six-month period following the Executive’s termination of employment if the Company determines, in its good faith judgment,
that paying such amounts at the time or times contemplated by this Agreement would cause the Executive to incur an additional tax under
Section 409A (in which case such amounts shall be paid at the time or times indicated in this Section 12(n)). If the payment of any
amounts are delayed as a result of the previous sentence, (i) the Company will create a U.S. irrevocable grantor trust with the funds to be
held for the benefit of the Executive, known as a “rabbi trust” and contribute to it any amounts subject to the delay as soon as is
practicable, and (ii) on the first business day following the earlier of Executive’s death or the end of the six-month period, the Company
will pay Executive a lump sum amount equal to the amounts that would have otherwise been previously paid to Executive under this
Agreement during such six-month period, plus accrued interest on such amounts at a rate of 4.5% per annum for the period beginning on
the date of Executive’s termination of employment through the payment date. Thereafter, payments will resume in accordance with this
Agreement.
             (ii) It is the intent of the Company that the provisions of this Agreement comply with Section 409A. Accordingly, the parties
intend that this Agreement be interpreted and operated consistent with such requirements of Section 409A to avoid application of penalty
taxes under Section 409A to the extent reasonably practicable. In the event that following the Start Date the Company or Executive
reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company
and Executive shall work together to attempt to reach mutual agreement to adopt such amendments to this Agreement or adopt other
policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially
reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from
Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or
(y) comply with the requirements of Section 409A, provided however, without Executive’s consent the economic benefit to Executive
may not be diminished, reduced or delayed, and the Company is not required to take any action under this sentence other than that
specially provided herein, and provided , further that neither the Company nor any of its employees or representatives shall have any
liability to Executive with respect thereto. In addition, the Executive may (but shall not be entitled to) become the beneficiary of a
separate indemnity agreement with the Company related to certain liabilities for taxes, including those arising under Section 409A.
           (iii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury
Regulation Section 1.409A-3(i)(l)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a
fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this
Agreement, other than with respect to medical benefits provided under Sections 6 and 8, during Executive’s taxable year may not affect
the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be
made on or before the last day of Executive’s taxable year following the taxable year in

                                                                -13-
     which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for
     another benefit. For purposes of Section 409A, each payment made under this Agreement shall be designated as a “separate payment”
     within the meaning of Section 409A.

            (o) 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.

                                             [The remainder of this page intentionally left blank.]

                                                                     -14-
     IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement as of the day and year first above written.

PBF INVESTMENTS LLC                                                         EXECUTIVE

By:                                                                         By:
Name:                                                                       Name:     Thomas D. O’Malley
Title:                                                                      Title:    Executive Chairman of the Board of Directors

                                                                -15-
                                                                   EXHIBIT A

                                                        AGREEMENT AND RELEASE

      This Agreement and Release (“ Release ”) is entered into between you, the undersigned employee, and PBF INVESTMENTS LLC, a
Delaware limited liability company (the “Company” ), in connection with the Employment Agreement between you and the Company dated as
of [December ], 2012 (as subsequently amended, the “ Employment Agreement ”). You have [ ] days to consider this Release, which you
agree is a reasonable amount of time. While you may sign this Release prior to the expiration of this [ ] day period, you are not to sign it prior
to          , 20 .

     1. Definitions .
            (a) “ Released Parties ” means the Company, PBF Energy Company LLC, PBF Energy Inc. and their past, present and future
parents, subsidiaries, divisions, successors, predecessors, employee benefit plans and affiliated or related companies, and also each of the
foregoing entities’ past, present and future owners, officers, directors, stockholders, investors, partners, managers, principals, members,
committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns, representatives and attorneys, in their
personal and representative capacities. Each of the Released Parties is an intended beneficiary of this Release.

              (b) “ Claims ” means all theories of recovery of whatever nature, whether known or unknown, recognized by the law or equity of
any jurisdiction. It includes but is not limited to any and all actions, causes of action, lawsuits, claims, complaints, petitions, charges, demands,
liabilities, indebtedness, losses, damages, rights and judgments in which you have had or may have an interest. It also includes but is not
limited to any claim for wages, benefits or other compensation; provided , however that nothing in this Release will affect your entitlement to
benefits pursuant to the terms of any employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended)
sponsored by the Company in which you are a participant. The term Claims also includes but is not limited to claims asserted by you or on your
behalf by some other person, entity or government agency.

      2. Consideration . The Company agrees to pay you the consideration set forth in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii), and/or 8(e)(ii), as
applicable, of the Employment Agreement. The Company will make the payment(s) to you on the sixtieth (60) day following the date of your
termination of employment, provided that you sign this Release (and return it to the Company) on or prior to the [21st][45th] day following the
date your employment terminates and you are given an execution version of this Release and do not revoke this Release within the seven
(7) day period following its execution. You acknowledge that any payment that the Company makes to you under this Release is in addition to
anything else of value to which you are entitled and that the Company is not otherwise obligated to make such payment to you.

     3. Release of Claims .
           (a) You, on behalf of yourself and your heirs, executors, administrators, legal representatives, successors, beneficiaries, and assigns,
unconditionally release and forever
discharge the Released Parties from, and waive, any and all Claims that you have or may have against any of the Released Parties arising from
your employment with the Company, the termination thereof, and any other acts or omissions occurring on or before the date you sign this
Release.

            (b) The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under (i) the common law (tort, contract
or other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, employee orders and regulations
prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability, or other unlawful factor; (iii) the
National Labor Relations Act; (iv) the Employee Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor
Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act; and (ix) any other federal, state or local
law.

           (c) In furtherance of this Release, you represent that as of the date you entered into this Release neither you nor anyone acting on
your behalf has brought any Claims against any of the Released Parties in or before any court, administrative agency or arbitral authority and
you hereby waive any relief available to you, including, without limitation, monetary damages, attorney’s fees and costs, equitable relief and
reinstatement, under any Claims waived pursuant to this Release.

      4. Acknowledgment . You acknowledge that, by entering into this Release, the Company does not admit to any wrongdoing in
connection with your employment or termination, and that this Release is intended as a compromise of any Claims you have or may have
against the Released Parties. You further acknowledge that you have carefully read this Release and understand its final and binding effect,
have had a reasonable amount of time to consider it, have had the opportunity to seek the advice of legal counsel of your choosing, and are
entering this Release voluntarily. In addition, you hereby certify your understanding that you may revoke the Release by providing written
notice thereof to the Company within seven (7) days following execution of the Release and that, upon such revocation, this Release will not
have any further legal effect.

      5. Applicable Law . This Release shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof.

      6. Arbitration . Any dispute with regard to the enforcement of the Employment Agreement or this Release or any matter relating to the
employment of Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts
or any violation of law other than the seeking of equitable relief in accordance with applicable law under Section 11 of the Employment
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 National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive

                                                                         A-2
law of the State of New York as provided for under Section 5 of this Release. 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.

      7. Severability . Each part, term, or provision of this Release is severable from the others. Notwithstanding any possible future finding by
a duly constituted authority that a particular part, term, or provision is invalid, void, or unenforceable, this Release has been made with the clear
intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby. If any part, term, or
provision is so found invalid, void or unenforceable, the applicability of any such part, term or provision shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.

                                                                        A-3
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.

PBF INVESTMENTS LLC                                                       EMPLOYEE

By:                                                                       By:
Name:                                                                     Name:     Thomas D. O’Malley
Title:                                                                    Title:    Executive Chairman of the Board of Directors
                       Exhibit 10.13

Amended and Restated
Employment Agreement

      between

PBF Investments LLC

        and

  Thomas J. Nimbley
                                                       AMENDED AND RESTATED
                                                      EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of                               , 2012 is by and
between PBF Investments LLC, a Delaware limited liability company (the “ Company ”), and Thomas J. Nimbley (“ Executive ”).


                                                                  RECITALS

      WHEREAS , the Company is an indirect wholly-owned subsidiary of PBF Energy Company LLC;

      WHEREAS , the Company and Executive are parties to that certain Employment Agreement effective as of April 1, 2010 (as amended,
the “ Prior Agreement ”);

      WHEREAS , the Company and Executive desire to amend the Prior Agreement in certain respects;

     WHEREAS , the Company desires to continue to employ the Executive and the Executive desires to accept such continued employment
upon the terms and conditions contained in this Agreement; and

      WHEREAS , the Company and Executive desire that effective on and after the date hereof, this Agreement shall replace and supersede
the Prior Agreement and that the Prior Agreement shall be of no force and effect.


                                                                AGREEMENT

      NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements set forth below the parties
hereto agree as follows:

      1. Term of Employment . Subject to the provisions of Section 8, Executive’s employment with the Company pursuant to this Agreement
shall commence on                 , 2012 (the “ Start Date ”) and shall continue under this Agreement until                , 2013 (the “ Stated
Term ”) on the terms and subject to the conditions set forth in this Agreement; provided , that the Stated Term automatically shall be renewed
by successive one-year periods (each, a “ Renewal Period ”) unless either party notifies the other party at least 30 days prior to the expiration
of the then applicable Stated Term that the Stated Term shall not be renewed beyond the expiration of such then applicable Stated Term (the “
Non-Renewal Notice ”). The Stated Term including any Renewal Period may also be terminated prior to the expiration thereof in accordance
with Section 8; provided that the provisions of Sections 9, 10 and 11 shall survive any termination of this Agreement or Executive’s
termination of employment hereunder. The term “ Employment Term ” means the period from the Start Date until the expiration or
termination of the Stated Term (including any applicable Renewal Period) pursuant to this Section 1.

      2. Position .
            (a) At the start of the Employment Term, Executive shall serve as the Chief Executive Officer of the Company and its direct and
indirect
parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “ PBF Companies ”) as his primary occupation. Executive
shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “ Board ”), provided
however, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have such duties and
authority that are customary for those positions of companies of the size, type and nature of the Company. Executive acknowledges that during
the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges
that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the regular working
hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration
of any extra hours or weekend work.

            (b) Executive shall devote an appropriate amount of time and energy to the business and affairs of the PBF Companies and shall not
be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless
the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as
preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the
companies in which such investments are made. Executive may also serve on boards of directors and other positions with non-profit and
for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or
conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereof.

      3. Base Salary . During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $           , payable in
regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s
base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual rate of base salary, as in
effect from time to time, is hereinafter referred to as the “ Base Salary .”

      4. Annual Bonus . With respect to each calendar year of the Company ending during the Employment Term, Executive shall be eligible
to earn an annual bonus award (an “ Annual Bonus ”) in accordance with the cash incentive compensation plan of the PBF Companies on the
same basis as those awards are generally made available to other senior executives of the Company. The cash incentive compensation plan and
any amounts thereunder to be paid to Executive shall be determined in the discretion of the Board. Any Annual Bonus earned in respect of a
calendar year shall be paid in a cash lump sum no later than March 15 of the following calendar year.

      5. Incentive Programs . Executive has the option of investing in the PBF Companies and the terms of any such investment are set forth
in separate agreements between Executive and applicable PBF Companies. Executive shall also be entitled to grants of equity-based
compensation (“ Equity Awards ”) under any incentive compensation program that may be adopted by the Board on the same basis as those
benefits are generally made available to other senior executives of the Company. Any such grants shall be made at the discretion of the Board
and the terms of such grants shall be set forth in the Long Term Incentive plan documents.

                                                                       -2-
      6. Employee Benefits . During the Employment Term, Executive shall be entitled to participate in any employee benefit plans (which
term does not include bonus or incentive compensation plans) in which employees of the Company are eligible to participate (other than any
severance pay plan generally offered to all employees of the Company) as in effect from time to time (collectively “ Employee Benefits ”), on
the same basis as those benefits are generally made available to other senior executives of the Company.

     7. Business Expenses .
           During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties
hereunder shall be reimbursed by the Company in accordance with Company policy following presentation by Executive of proof of such
expenses. All business travel accommodations shall be first class. The Company shall reimburse reasonable business expenses incurred by
Executive in the performance of Executive’s duties promptly, but in any case no later than the end of the year following the year in which such
expenses are incurred.

       8. Termination . The Employment Term and Executive’s employment hereunder may be terminated by the Company or by Executive at
any time and for any reason. Upon any termination of Executive’s employment during the Employment Term or any annual non-renewal, the
Employment Term shall automatically terminate. Upon termination of Executive’s employment for any reason, Executive agrees to resign as of
the date of such termination and, to the extent applicable, from any boards (and committees thereof) of the PBF Companies or any of their
affiliates. If the Executive is terminated by the Company for Cause, such termination shall be effective immediately. Executive shall give 30
days’ written notice to the Company in accordance with Section 12(g) hereof in the event Executive intends to terminate his employment
without Good Reason. Notwithstanding any other provision of this Agreement (other than Section 12(h)), the provisions of this Section 8 shall
exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

           (a) Termination For Cause; Without Good Reason; Non-Renewal by Executive . Upon termination of Executive’s employment
hereunder (x) by the Company for Cause or (y) by Executive without Good Reason, including due to Executive’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) accrued, but unpaid Base Salary, earned through the date of termination;
                 (ii) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; and
               (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with this
     Agreement prior to the date of Executive’s termination; and
                 (iv) such Employee Benefits, if any, as to which Executive may be entitled pursuant to the terms governing such Employee
     Benefits; and

                                                                      -3-
                  (v) the right to exercise any vested Equity Awards in accordance with the terms set forth in any Long Term Incentive plan
     documents;
     (collectively, the “ Accrued Rights ”) and, following such termination of Executive’s employment and payment by the Company of the
     Accrued Rights, Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set
     forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above
     in Sections 5 and 6 and any Long Term Incentive compensation program. Amounts payable under (i), (ii) and (iii) above shall be paid no
     later than March 15 of the calendar year immediately following the year of Executive’s termination of employment.

            (b) Disability or Death . Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the
Company if Executive 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 Executive’s duties (such incapacity is hereinafter referred to
as “ Disability ”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be
final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability,
Executive or Executive’s estate, as applicable, shall be entitled to receive:
                  (i) the Accrued Rights;
                 (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs,
     calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of
     Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s
     employment had not terminated; provided , in the event of Executive’s termination on account of Disability, Executive has executed and
     delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and
                (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of
     Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment
     Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or
     termination on account of Disability; provided , in the event of Executive’s termination on account of Disability, Executive has executed
     and delivered (and not revoked) the Release within the time period specified in Section 12(h).

                                                                       -4-
                (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this
     Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other
     benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under
     any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

            (c) Termination In Other Circumstances . If Executive’s employment is terminated at any time (x) during the Employment Term
(other than 6 months’ prior to or within one year subsequent to the consummation of a Change in Control) (I) without Cause (other than by
reason of death or Disability) by the Company, or (II) for Good Reason by Executive or (y) due to the Company’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 1.5 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release; and
                  (iii) continuation for a period of 1 year and 6 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 1 year and 6 month period
     of benefit continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(c),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

           (d) Definitions . For purposes of this Section 8, the following terms shall have the meanings set forth below:
                  (i) “ Cause ” shall mean (A) Executive’s continued willful failure to substantially perform his duties (other than as a result of
     a disability) for a period of 30 days following written notice by the Company to Executive of such failure, (B) Executive’s conviction of,
     or plea of nolo contendere to a crime constituting a misdemeanor involving moral turpitude or a felony, (C) Executive’s willful
     malfeasance

                                                                        -5-
or willful misconduct in connection with Executive’s duties hereunder, including fraud or dishonesty against the Company, or any of its
affiliates, or any act or omission which is materially injurious to the financial condition or business reputation of the Company, or any of
its affiliates, other than an act or omission that was committed or omitted by Executive in the good faith belief that it was in the best
interest of the Company, (D) a breach of Section 12(i) hereof, or (E) Executive’s breach of the provisions of Section 9 or 10 of this
Agreement.
             (ii) “ Change in Control ” shall mean (A) any “person” or “group” (as such terms are defined in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (other than one or more of the Excluded Entities)
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
fifty percent (50%) of the combined voting power of PBF Energy Inc.’s then outstanding voting securities entitled to vote generally in the
election of directors (including by way of merger, consolidation or otherwise); (B) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of PBF Energy Inc. and its subsidiaries, taken as a whole, to any “person” or “group”
(other than one or more of the Excluded Entities); (C) a merger, consolidation or reorganization of PBF Energy Inc. (other than (x) with
or into, as applicable, any of the Excluded Entities or (y) in which the stockholders of PBF Energy Inc., immediately before such merger,
consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least
fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger,
consolidation or reorganization); (D) the complete liquidation or dissolution of PBF Energy Inc.; or (E) other than as expressly provided
for in that certain Stockholders’ Agreement by and among PBF Energy Inc. and the Investor Parties named therein (as the same may be
amended, modified or supplemented from time to time), during any period of two (2) consecutive years, individuals who at the beginning
of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by
the stockholders of PBF Energy Inc. was approved by a vote of a majority of the directors of PBF Energy Inc. then still in office, who
were either directors at the beginning of such period or whose election or nomination for election was previously so approved) (the “
Incumbent Board ”) cease for any reason to constitute a majority of the Board then in office; provided that, any director appointed or
elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an individual on the
Incumbent Board.
            (iii) “ Excluded Entity ” shall mean any of the following: (A) The Blackstone Group L.P. and any of its Affiliates including
Blackstone PB Capital Partners V L.P., Blackstone PB Capital Partners V Subsidiary L.L.C., Blackstone PB Capital Partners V-AC L.P.,
Blackstone Family Investment Partnership V USS L.P., Blackstone Family Investment Partnership V-A USS SMD L.P., Blackstone
Participation Partnership V USS L.P. and their respective general partners, Blackstone Group Management L.L.C., Blackstone,
Blackstone Management Associates V USS L.L.C. and BCP V USS Side-by-Side GP L.L.C.; (B) First Reserve Management, L.P. and
any of its Affiliates, including FR PBF Holdings LLC and FR PBF Holdings II LLC; (C) PBF Energy Inc. and any entities of which a
majority of the voting power of its voting equity securities and equity interests is owned directly or indirectly by PBF Energy Inc.; and
(D) any employee benefit plan (or trust forming a part thereof) sponsored or maintained by any of the foregoing.


                                                                  -6-
                  (iv) “ Good Reason ” shall mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid
     Executive’s Base Salary or Annual Bonus, if any, when due hereunder, (B) any adverse, substantial and sustained diminution in
     Executive’s authority or responsibilities by the Company from those described in Section 2 hereof, (C) the Company requiring a change
     in the location for performance of Executive’s employment responsibilities hereunder to a location more than 50 miles from the
     Company’s office location in Parsippany, NJ (not including ordinary travel during the regular course of employment) or (D) any other
     action or inaction that constitutes a material breach by the Company of the Agreement; provided , that the events described in clauses (A),
     (B), (C) and (D) of this Section 8(d)(iv) shall constitute Good Reason only if the Company fails to cure such event within 20 days after
     receipt from Executive of written notice of the event which constitutes Good Reason; provided , further , that Good Reason shall cease to
     exist for an event described in clauses (A), (B), (C) and (D) of this Section 8(d)(iv) on the 90th day following the later of its occurrence or
     Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
                (v) “ target Annual Bonus ” shall mean that level of Annual Bonus achieved at one times the Base Salary.

            (e) Change in Control . In the event of a termination of Executive’s employment 6 months’ prior to, or within one year subsequent
to the consummation of, a Change in Control (I) without Cause (other than by reason of death or Disability) by the Company, (II) for Good
Reason by Executive, or (III) due to the Company’s election not to renew the Employment Term, Executive shall be entitled to receive:
                (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 2.99 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release;
                (iii) immediate vesting and exercisability of any outstanding Equity Awards, warrants and Series B Units; and
                  (iv) continuation for a period of 2 years and 11 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 2-year and 11-month
     period of benefit

                                                                        -7-
     continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.
                 (v) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payments or benefits
     provided for in Section 8(e) or otherwise is or would be, if not for this Section 8(e)(v), subject to excise tax imposed under Section 4999
     of the Code (the “ Excise Tax ”), then the payments or benefits provided to the Executive shall be reduced (but not below zero) if and
     only to the extent necessary so a reduction in the total payments under this Section 8(e) would result in the Executive retaining a larger
     amount, on an after-tax basis (taking into account federal, state and local income taxes as well as any Excise Tax) than if the Executive
     received the entire amount of such payment. If there is a reduction of the payments or benefits, such reduction shall occur as mutually
     agreed upon by the Company and the Executive. Any determination required under this Section 8(e)(v) shall be made in writing by the
     independent public accountant of the Company (the “ Accountants ”), at the expense of the Company, and whose determination shall be
     conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this
     Section 8(e)(v), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on
     reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(e),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

     9. Restrictive Covenants .
             (a) Non-Competition . Executive shall not, at any time beginning on the Start Date and ending on the date that is six months
following Executive’s termination of employment for any reason (such period, the “ Non-Compete Period ”), be a more than 5% shareholder,
director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with
the Business (as defined below).

           (b) Non-Solicitation . During the Non-Compete Period, Executive shall not directly recruit or otherwise solicit or induce any senior
executive employee of the Company to terminate his or her employment with the Company or any of the Company’s affiliates in order to be
hired by Executive in a business which competes directly with the Business; provided , however , that general solicitation or advertising for
employment by Executive shall not be prohibited by this Section 9(b).

            (c) Non-Disparagement . During Executive’s employment and at any time following his termination, Executive agrees not to
disparage, either orally or in writing, in any material respect the Company or any of their affiliates.

                                                                       -8-
            (d) Reformation . In the event the terms of this Section 9 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too
extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the
maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be
enforceable, all as determined by such court in such action.

           (e) Business . As used in Sections 9 and 10 hereof, the term “ Business ” shall mean the crude oil refining business in the specific
geographic areas in which the Company’s oil refining operations primarily conduct business at the date of Executive’s termination.

           (f) Change in Control . Notwithstanding any other provision herein, this Section 9 shall be null and void upon a Change in
Control.

     10. 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 that are not made public by the Company 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 Executive’s duties hereunder or as permitted pursuant to Section 10(c),
Executive 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 or any of its successors.

           (b) Return of Confidential Information . Upon termination of Executive’s employment with the Company for any reason,
Executive upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in
Executive’s possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the
Company.

            (c) No Prohibition . Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when
required by law, subpoena or court order (provided Executive 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)

                                                                         -9-
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 Executive 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.

      11. Specific Performance . Executive acknowledges and agrees that remedies at law available to the Company for a breach or threatened
breach of any of the provisions of Sections 9 or 10 would be inadequate and the Company would suffer irreparable damages as a result of such
breach or threatened breach. In recognition of this fact, Executive 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.

     12. Miscellaneous .
           (a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.

            (b) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties with respect to the matters
herein (including, without limitation, Executive’s compensation, benefits and severance) and supersedes all prior agreements (including,
without limitation, the Predecessor Agreement which shall be of no force and effect upon this Agreement becoming effective), understandings,
memoranda, term sheets, conversations and negotiations. There are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not
be altered, modified, or amended except by written instrument signed by the parties hereto.

            (c) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.

          (d) 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.

           (e) Assignment . This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company with
Executive’s consent, such consent not to be unreasonably withheld, to a person or entity that is a successor in interest to substantially all of

                                                                        -10-
the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such affiliate or successor person or entity as applicable.

            (f) Successors; Binding Agreement . This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devises and legatees of Executive.

            (g) Notice . For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by hand or overnight courier or five days after it has been mailed by
United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

             If to the Company:            PBF Investments LLC
                                           C/O PBF Energy
                                           1 Sylvan Way, 2nd Floor
                                           Parsippany, NJ 07054

             If to Executive:
            (h) Release . As a condition of receipt of the benefits described in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii) and 8(e)(ii), as applicable,
Executive must execute the full and complete release of the PBF Companies and certain related entities or persons thereof in substantially the
form attached hereto as Exhibit A (the “ Release ”) from any and all claims which Executive may then have for whatever reason or cause in
connection with Executive’s employment and the termination thereof (other than those obligations specifically set out in this Agreement, any
indemnification agreement, the indemnification provisions in the Company’s governing documents, and the obligations of the Company and
such related entities to the extent that the documents providing for such obligations specifically provide that the obligations are in addition to
obligations under this Agreement), and deliver the Release to the Company on or prior to the 21st day or the 45th day, as applicable, following
the date on which his employment with the Company terminates and he is given an execution version of the Release, and Executive shall not
revoke the same within the seven-day period following its execution.

           (i) Arbitration . Any dispute with regard to the enforcement of this Agreement or any matter relating to the employment of
Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts or any violation
of law other than the seeking of equitable relief in accordance with applicable law under Section 11 hereof, 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 National Rules for the
Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of New York as provided for
under

                                                                        -11-
Section 12(a) 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.

           (j) Executive Representation . Executive hereby represents to the Company that (i) he has duly executed and delivered this
Agreement, and (ii) the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other
agreement or policy or government or court order to which Executive is a party or otherwise bound.

            (k) Cooperation . Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal
from any action or proceeding) that relates to events occurring during Executive’s employment hereunder. The Company shall provide
Executive with a reasonable stipend of not less than $2,000.00 per day and shall reimburse Executive for reasonable expenses incurred as a
result of Executive’s cooperation with the Company. Notwithstanding anything to the contrary herein, this provision shall survive any
termination of this Agreement.

           (l) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or regulation.

             (m) Indemnification, Insurance and Related Matters . During the Employment Term and for so long as there exists potential for
liability thereafter with regard to the Executive’s activities during the Employment Term on behalf of the PBF Companies (regardless of
whether as an employee, officer, or member of the Board or in any other capacity on behalf of the PBF Companies), the Company shall
indemnify, defend and hold harmless the Executive on terms and conditions no less favorable than any of the PBF Companies provides at any
time during the Employment Term or afterwards to its other executive officers and members of the Board. During the Employment Term and
for six (6) years thereafter, the Executive shall be entitled, at the Company’s expense, to the same directors’ and officers’ liability insurance
coverage that any of the PBF Companies provides generally to its other executive officers and members of the Board, as may be amended from
time to time, provided that such insurance coverage following the Employment Term shall be on terms and conditions no less favorable to the
Executive than those in effect at the expiration or termination of the Employment Term. The rights provided by this Section 12(m) shall be in
addition to any other rights to which Executive may be entitled under any of the organizational documents of any of the PBF Companies, any
agreement, pursuant to any vote of the holders of equity interests or securities of any of the PBF Companies, as a matter of law or otherwise.

                                                                       -12-
     (n) Section 409A.
            (i) Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid
during the six-month period following the Executive’s termination of employment if the Company determines, in its good faith judgment,
that paying such amounts at the time or times contemplated by this Agreement would cause the Executive to incur an additional tax under
Section 409A (in which case such amounts shall be paid at the time or times indicated in this Section 12(n)). If the payment of any
amounts are delayed as a result of the previous sentence, (i) the Company will create a U.S. irrevocable grantor trust with the funds to be
held for the benefit of the Executive, known as a “rabbi trust” and contribute to it any amounts subject to the delay as soon as is
practicable, and (ii) on the first business day following the earlier of Executive’s death or the end of the six-month period, the Company
will pay Executive a lump sum amount equal to the amounts that would have otherwise been previously paid to Executive under this
Agreement during such six-month period, plus accrued interest on such amounts at a rate of 4.5% per annum for the period beginning on
the date of Executive’s termination of employment through the payment date. Thereafter, payments will resume in accordance with this
Agreement.
             (ii) It is the intent of the Company that the provisions of this Agreement comply with Section 409A. Accordingly, the parties
intend that this Agreement be interpreted and operated consistent with such requirements of Section 409A to avoid application of penalty
taxes under Section 409A to the extent reasonably practicable. In the event that following the Start Date the Company or Executive
reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company
and Executive shall work together to attempt to reach mutual agreement to adopt such amendments to this Agreement or adopt other
policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially
reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from
Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or
(y) comply with the requirements of Section 409A, provided however, without Executive’s consent the economic benefit to Executive
may not be diminished, reduced or delayed, and the Company is not required to take any action under this sentence other than that
specially provided herein, and provided , further that neither the Company nor any of its employees or representatives shall have any
liability to Executive with respect thereto. In addition, the Executive may (but shall not be entitled to) become the beneficiary of a
separate indemnity agreement with the Company related to certain liabilities for taxes, including those arising under Section 409A.
           (iii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury
Regulation Section 1.409A-3(i)(l)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a
fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this
Agreement, other than with respect to medical benefits provided under Sections 6 and 8, during Executive’s taxable year may not affect
the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be
made on or before the last day of Executive’s taxable year following the taxable year in

                                                                -13-
     which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for
     another benefit. For purposes of Section 409A, each payment made under this Agreement shall be designated as a “separate payment”
     within the meaning of Section 409A.

            (o) 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.

                                             [The remainder of this page intentionally left blank.]

                                                                     -14-
     IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement as of the day and year first above written.

PBF INVESTMENTS LLC                                                         EXECUTIVE

By:                                                                         By:
Name:                                                                       Name:     Thomas J. Nimbley
Title:                                                                      Title:    Chief Executive Officer

                                                                -15-
                                                                   EXHIBIT A

                                                        AGREEMENT AND RELEASE

      This Agreement and Release (“ Release ”) is entered into between you, the undersigned employee, and PBF INVESTMENTS LLC, a
Delaware limited liability company (the “Company” ), in connection with the Employment Agreement between you and the Company dated as
of [December ], 2012 (as subsequently amended, the “ Employment Agreement ”). You have [ ] days to consider this Release, which you
agree is a reasonable amount of time. While you may sign this Release prior to the expiration of this [ ] day period, you are not to sign it prior
to          , 20 .

     1. Definitions .
            (a) “ Released Parties ” means the Company, PBF Energy Company LLC, PBF Energy Inc. and their past, present and future
parents, subsidiaries, divisions, successors, predecessors, employee benefit plans and affiliated or related companies, and also each of the
foregoing entities’ past, present and future owners, officers, directors, stockholders, investors, partners, managers, principals, members,
committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns, representatives and attorneys, in their
personal and representative capacities. Each of the Released Parties is an intended beneficiary of this Release.

              (b) “ Claims ” means all theories of recovery of whatever nature, whether known or unknown, recognized by the law or equity of
any jurisdiction. It includes but is not limited to any and all actions, causes of action, lawsuits, claims, complaints, petitions, charges, demands,
liabilities, indebtedness, losses, damages, rights and judgments in which you have had or may have an interest. It also includes but is not
limited to any claim for wages, benefits or other compensation; provided , however that nothing in this Release will affect your entitlement to
benefits pursuant to the terms of any employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended)
sponsored by the Company in which you are a participant. The term Claims also includes but is not limited to claims asserted by you or on your
behalf by some other person, entity or government agency.

      2. Consideration . The Company agrees to pay you the consideration set forth in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii), and/or 8(e)(ii), as
applicable, of the Employment Agreement. The Company will make the payment(s) to you on the sixtieth (60) day following the date of your
termination of employment, provided that you sign this Release (and return it to the Company) on or prior to the [21st][45th] day following the
date your employment terminates and you are given an execution version of this Release and do not revoke this Release within the seven
(7) day period following its execution. You acknowledge that any payment that the Company makes to you under this Release is in addition to
anything else of value to which you are entitled and that the Company is not otherwise obligated to make such payment to you.

     3. Release of Claims .
           (a) You, on behalf of yourself and your heirs, executors, administrators, legal representatives, successors, beneficiaries, and assigns,
unconditionally release and forever
discharge the Released Parties from, and waive, any and all Claims that you have or may have against any of the Released Parties arising from
your employment with the Company, the termination thereof, and any other acts or omissions occurring on or before the date you sign this
Release.

            (b) The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under (i) the common law (tort, contract
or other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, employee orders and regulations
prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability, or other unlawful factor; (iii) the
National Labor Relations Act; (iv) the Employee Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor
Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act; and (ix) any other federal, state or local
law.

           (c) In furtherance of this Release, you represent that as of the date you entered into this Release neither you nor anyone acting on
your behalf has brought any Claims against any of the Released Parties in or before any court, administrative agency or arbitral authority and
you hereby waive any relief available to you, including, without limitation, monetary damages, attorney’s fees and costs, equitable relief and
reinstatement, under any Claims waived pursuant to this Release.

      4. Acknowledgment . You acknowledge that, by entering into this Release, the Company does not admit to any wrongdoing in
connection with your employment or termination, and that this Release is intended as a compromise of any Claims you have or may have
against the Released Parties. You further acknowledge that you have carefully read this Release and understand its final and binding effect,
have had a reasonable amount of time to consider it, have had the opportunity to seek the advice of legal counsel of your choosing, and are
entering this Release voluntarily. In addition, you hereby certify your understanding that you may revoke the Release by providing written
notice thereof to the Company within seven (7) days following execution of the Release and that, upon such revocation, this Release will not
have any further legal effect.

      5. Applicable Law . This Release shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof.

      6. Arbitration . Any dispute with regard to the enforcement of the Employment Agreement or this Release or any matter relating to the
employment of Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts
or any violation of law other than the seeking of equitable relief in accordance with applicable law under Section 11 of the Employment
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 National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive

                                                                         A-2
law of the State of New York as provided for under Section 5 of this Release. 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.

      7. Severability . Each part, term, or provision of this Release is severable from the others. Notwithstanding any possible future finding by
a duly constituted authority that a particular part, term, or provision is invalid, void, or unenforceable, this Release has been made with the clear
intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby. If any part, term, or
provision is so found invalid, void or unenforceable, the applicability of any such part, term or provision shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.

                                                                        A-3
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.

PBF INVESTMENTS LLC                                                       EMPLOYEE

By:                                                                       By:
Name:                                                                     Name:     Thomas J. Nimbley
Title:                                                                    Title:    Chief Executive Officer
                              Exhibit 10.14

Second Amended and Restated

  Employment Agreement

         between

   PBF Investments LLC

           and

     Matthew C. Lucey
                                                  SECOND AMENDED AND RESTATED
                                                     EMPLOYMENT AGREEMENT

     This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of                                 , 2012 is
by and between PBF Investments LLC, a Delaware limited liability company (the “ Company ”), and Matthew C. Lucey (“ Executive ”).


                                                                  RECITALS

     WHEREAS , the Company is an indirect wholly-owned subsidiary of PBF Energy Company LLC;

      WHEREAS , the Company and Executive are parties to that certain Amended and Restated Employment Agreement effective as of April
1, 2010 (as amended, the “ Prior Agreement ”);

     WHEREAS , the Company and Executive desire to amend the Prior Agreement in certain respects;

     WHEREAS , the Company desires to continue to employ the Executive and the Executive desires to accept such continued employment
upon the terms and conditions contained in this Agreement; and

      WHEREAS , the Company and Executive desire that effective on and after the date hereof, this Agreement shall replace and supersede
the Prior Agreement and that the Prior Agreement shall be of no force and effect.


                                                                AGREEMENT

      NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements set forth below the parties
hereto agree as follows:

      1. Term of Employment . Subject to the provisions of Section 8, Executive’s employment with the Company pursuant to this Agreement
shall commence on              , 2012 (the “ Start Date ”) and shall continue under this Agreement until               , 2013 (the “ Stated Term
”) on the terms and subject to the conditions set forth in this Agreement; provided , that the Stated Term automatically shall be renewed by
successive one-year periods (each, a “ Renewal Period ”) unless either party notifies the other party at least 30 days prior to the expiration of
the then applicable Stated Term that the Stated Term shall not be renewed beyond the expiration of such then applicable Stated Term (the “
Non-Renewal Notice ”). The Stated Term including any Renewal Period may also be terminated prior to the expiration thereof in accordance
with Section 8; provided that the provisions of Sections 9, 10 and 11 shall survive any termination of this Agreement or Executive’s
termination of employment hereunder. The term “ Employment Term ” means the period from the Start Date until the expiration or
termination of the Stated Term (including any applicable Renewal Period) pursuant to this Section 1.

     2. Position .
         (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer of the
Company and its direct and indirect
parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “ PBF Companies ”) as his primary occupation. Executive
shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “ Board ”), provided
however, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have such duties and
authority that are customary for those positions of companies of the size, type and nature of the Company. Executive acknowledges that during
the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges
that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the regular working
hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration
of any extra hours or weekend work.

            (b) Executive shall devote an appropriate amount of time and energy to the business and affairs of the PBF Companies and shall not
be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless
the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as
preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the
companies in which such investments are made. Executive may also serve on boards of directors and other positions with non-profit and
for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or
conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereof.

      3. Base Salary . During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $           , payable in
regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s
base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual rate of base salary, as in
effect from time to time, is hereinafter referred to as the “ Base Salary .”

      4. Annual Bonus . With respect to each calendar year of the Company ending during the Employment Term, Executive shall be eligible
to earn an annual bonus award (an “ Annual Bonus ”) in accordance with the cash incentive compensation plan of the PBF Companies on the
same basis as those awards are generally made available to other senior executives of the Company. The cash incentive compensation plan and
any amounts thereunder to be paid to Executive shall be determined in the discretion of the Board. Any Annual Bonus earned in respect of a
calendar year shall be paid in a cash lump sum no later than March 15 of the following calendar year.

      5. Incentive Programs . Executive has the option of investing in the PBF Companies and the terms of any such investment are set forth
in separate agreements between Executive and applicable PBF Companies. Executive shall also be entitled to grants of equity-based
compensation (“ Equity Awards ”) under any incentive compensation program that may be adopted by the Board on the same basis as those
benefits are generally made available to other senior executives of the Company. Any such grants shall be made at the discretion of the Board
and the terms of such grants shall be set forth in the Long Term Incentive plan documents.

                                                                       -2-
      6. Employee Benefits . During the Employment Term, Executive shall be entitled to participate in any employee benefit plans (which
term does not include bonus or incentive compensation plans) in which employees of the Company are eligible to participate (other than any
severance pay plan generally offered to all employees of the Company) as in effect from time to time (collectively “ Employee Benefits ”), on
the same basis as those benefits are generally made available to other senior executives of the Company.

     7. Business Expenses .
           During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties
hereunder shall be reimbursed by the Company in accordance with Company policy following presentation by Executive of proof of such
expenses. All business travel accommodations shall be first class. The Company shall reimburse reasonable business expenses incurred by
Executive in the performance of Executive’s duties promptly, but in any case no later than the end of the year following the year in which such
expenses are incurred.

       8. Termination . The Employment Term and Executive’s employment hereunder may be terminated by the Company or by Executive at
any time and for any reason. Upon any termination of Executive’s employment during the Employment Term or any annual non-renewal, the
Employment Term shall automatically terminate. Upon termination of Executive’s employment for any reason, Executive agrees to resign as of
the date of such termination and, to the extent applicable, from any boards (and committees thereof) of the PBF Companies or any of their
affiliates. If the Executive is terminated by the Company for Cause, such termination shall be effective immediately. Executive shall give 30
days’ written notice to the Company in accordance with Section 12(g) hereof in the event Executive intends to terminate his employment
without Good Reason. Notwithstanding any other provision of this Agreement (other than Section 12(h)), the provisions of this Section 8 shall
exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

           (a) Termination For Cause; Without Good Reason; Non-Renewal by Executive . Upon termination of Executive’s employment
hereunder (x) by the Company for Cause or (y) by Executive without Good Reason, including due to Executive’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) accrued, but unpaid Base Salary, earned through the date of termination;
                 (ii) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; and
               (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with this
     Agreement prior to the date of Executive’s termination; and
                 (iv) such Employee Benefits, if any, as to which Executive may be entitled pursuant to the terms governing such Employee
     Benefits; and

                                                                      -3-
                  (v) the right to exercise any vested Equity Awards in accordance with the terms set forth in any Long Term Incentive plan
     documents;
     (collectively, the “ Accrued Rights ”) and, following such termination of Executive’s employment and payment by the Company of the
     Accrued Rights, Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set
     forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above
     in Sections 5 and 6 and any Long Term Incentive compensation program. Amounts payable under (i), (ii) and (iii) above shall be paid no
     later than March 15 of the calendar year immediately following the year of Executive’s termination of employment.

            (b) Disability or Death . Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the
Company if Executive 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 Executive’s duties (such incapacity is hereinafter referred to
as “ Disability ”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be
final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability,
Executive or Executive’s estate, as applicable, shall be entitled to receive:
                  (i) the Accrued Rights;
                 (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs,
     calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of
     Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s
     employment had not terminated; provided , in the event of Executive’s termination on account of Disability, Executive has executed and
     delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and
                (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of
     Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment
     Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or
     termination on account of Disability; provided , in the event of Executive’s termination on account of Disability, Executive has executed
     and delivered (and not revoked) the Release within the time period specified in Section 12(h).

                                                                       -4-
                (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this
     Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other
     benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under
     any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

            (c) Termination In Other Circumstances . If Executive’s employment is terminated at any time (x) during the Employment Term
(other than 6 months’ prior to or within one year subsequent to the consummation of a Change in Control) (I) without Cause (other than by
reason of death or Disability) by the Company, or (II) for Good Reason by Executive or (y) due to the Company’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 1.5 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release; and
                  (iii) continuation for a period of 1 year and 6 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 1 year and 6 month period
     of benefit continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(c),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

           (d) Definitions . For purposes of this Section 8, the following terms shall have the meanings set forth below:
                  (i) “ Cause ” shall mean (A) Executive’s continued willful failure to substantially perform his duties (other than as a result of
     a disability) for a period of 30 days following written notice by the Company to Executive of such failure, (B) Executive’s conviction of,
     or plea of nolo contendere to a crime constituting a misdemeanor involving moral turpitude or a felony, (C) Executive’s willful
     malfeasance

                                                                        -5-
or willful misconduct in connection with Executive’s duties hereunder, including fraud or dishonesty against the Company, or any of its
affiliates, or any act or omission which is materially injurious to the financial condition or business reputation of the Company, or any of
its affiliates, other than an act or omission that was committed or omitted by Executive in the good faith belief that it was in the best
interest of the Company, (D) a breach of Section 12(i) hereof, or (E) Executive’s breach of the provisions of Section 9 or 10 of this
Agreement.
             (ii) “ Change in Control ” shall mean (A) any “person” or “group” (as such terms are defined in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (other than one or more of the Excluded Entities)
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
fifty percent (50%) of the combined voting power of PBF Energy Inc.’s then outstanding voting securities entitled to vote generally in the
election of directors (including by way of merger, consolidation or otherwise); (B) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of PBF Energy Inc. and its subsidiaries, taken as a whole, to any “person” or “group”
(other than one or more of the Excluded Entities); (C) a merger, consolidation or reorganization of PBF Energy Inc. (other than (x) with
or into, as applicable, any of the Excluded Entities or (y) in which the stockholders of PBF Energy Inc., immediately before such merger,
consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least
fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger,
consolidation or reorganization); (D) the complete liquidation or dissolution of PBF Energy Inc.; or (E) other than as expressly provided
for in that certain Stockholders’ Agreement by and among PBF Energy Inc. and the Investor Parties named therein (as the same may be
amended, modified or supplemented from time to time), during any period of two (2) consecutive years, individuals who at the beginning
of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by
the stockholders of PBF Energy Inc. was approved by a vote of a majority of the directors of PBF Energy Inc. then still in office, who
were either directors at the beginning of such period or whose election or nomination for election was previously so approved) (the “
Incumbent Board ”) cease for any reason to constitute a majority of the Board then in office; provided that, any director appointed or
elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an individual on the
Incumbent Board.
            (iii) “ Excluded Entity ” shall mean any of the following: (A) The Blackstone Group L.P. and any of its Affiliates including
Blackstone PB Capital Partners V L.P., Blackstone PB Capital Partners V Subsidiary L.L.C., Blackstone PB Capital Partners V-AC L.P.,
Blackstone Family Investment Partnership V USS L.P., Blackstone Family Investment Partnership V-A USS SMD L.P., Blackstone
Participation Partnership V USS L.P. and their respective general partners, Blackstone Group Management L.L.C., Blackstone,
Blackstone Management Associates V USS L.L.C. and BCP V USS Side-by-Side GP L.L.C.; (B) First Reserve Management, L.P. and
any of its Affiliates, including FR PBF Holdings LLC and FR PBF Holdings II LLC; (C) PBF Energy Inc. and any entities of which a
majority of the voting power of its voting equity securities and equity interests is owned directly or indirectly by PBF Energy Inc.; and
(D) any employee benefit plan (or trust forming a part thereof) sponsored or maintained by any of the foregoing.


                                                                  -6-
                  (iv) “ Good Reason ” shall mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid
     Executive’s Base Salary or Annual Bonus, if any, when due hereunder, (B) any adverse, substantial and sustained diminution in
     Executive’s authority or responsibilities by the Company from those described in Section 2 hereof, (C) the Company requiring a change
     in the location for performance of Executive’s employment responsibilities hereunder to a location more than 50 miles from the
     Company’s office location in Parsippany, NJ (not including ordinary travel during the regular course of employment) or (D) any other
     action or inaction that constitutes a material breach by the Company of the Agreement; provided , that the events described in clauses (A),
     (B), (C) and (D) of this Section 8(d)(iv) shall constitute Good Reason only if the Company fails to cure such event within 20 days after
     receipt from Executive of written notice of the event which constitutes Good Reason; provided , further , that Good Reason shall cease to
     exist for an event described in clauses (A), (B), (C) and (D) of this Section 8(d)(iv) on the 90th day following the later of its occurrence or
     Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
                (v) “ target Annual Bonus ” shall mean that level of Annual Bonus achieved at one times the Base Salary.

            (e) Change in Control . In the event of a termination of Executive’s employment 6 months’ prior to, or within one year subsequent
to the consummation of, a Change in Control (I) without Cause (other than by reason of death or Disability) by the Company, (II) for Good
Reason by Executive, or (III) due to the Company’s election not to renew the Employment Term, Executive shall be entitled to receive:
                (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 2.99 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release;
                (iii) immediate vesting and exercisability of any outstanding Equity Awards, warrants and Series B Units; and
                  (iv) continuation for a period of 2 years and 11 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 2-year and 11-month
     period of benefit

                                                                        -7-
     continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.
                 (v) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payments or benefits
     provided for in Section 8(e) or otherwise is or would be, if not for this Section 8(e)(v), subject to excise tax imposed under Section 4999
     of the Code (the “ Excise Tax ”), then the payments or benefits provided to the Executive shall be reduced (but not below zero) if and
     only to the extent necessary so a reduction in the total payments under this Section 8(e) would result in the Executive retaining a larger
     amount, on an after-tax basis (taking into account federal, state and local income taxes as well as any Excise Tax) than if the Executive
     received the entire amount of such payment. If there is a reduction of the payments or benefits, such reduction shall occur as mutually
     agreed upon by the Company and the Executive. Any determination required under this Section 8(e)(v) shall be made in writing by the
     independent public accountant of the Company (the “ Accountants ”), at the expense of the Company, and whose determination shall be
     conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this
     Section 8(e)(v), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on
     reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(e),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

     9. Restrictive Covenants .
             (a) Non-Competition . Executive shall not, at any time beginning on the Start Date and ending on the date that is six months
following Executive’s termination of employment for any reason (such period, the “ Non-Compete Period ”), be a more than 5% shareholder,
director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with
the Business (as defined below).

           (b) Non-Solicitation . During the Non-Compete Period, Executive shall not directly recruit or otherwise solicit or induce any senior
executive employee of the Company to terminate his or her employment with the Company or any of the Company’s affiliates in order to be
hired by Executive in a business which competes directly with the Business; provided , however , that general solicitation or advertising for
employment by Executive shall not be prohibited by this Section 9(b).

            (c) Non-Disparagement . During Executive’s employment and at any time following his termination, Executive agrees not to
disparage, either orally or in writing, in any material respect the Company or any of their affiliates.

                                                                       -8-
            (d) Reformation . In the event the terms of this Section 9 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too
extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the
maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be
enforceable, all as determined by such court in such action.

           (e) Business . As used in Sections 9 and 10 hereof, the term “ Business ” shall mean the crude oil refining business in the specific
geographic areas in which the Company’s oil refining operations primarily conduct business at the date of Executive’s termination.

           (f) Change in Control . Notwithstanding any other provision herein, this Section 9 shall be null and void upon a Change in
Control.

     10. 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 that are not made public by the Company 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 Executive’s duties hereunder or as permitted pursuant to Section 10(c),
Executive 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 or any of its successors.

           (b) Return of Confidential Information . Upon termination of Executive’s employment with the Company for any reason,
Executive upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in
Executive’s possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the
Company.

            (c) No Prohibition . Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when
required by law, subpoena or court order (provided Executive 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)

                                                                         -9-
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 Executive 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.

      11. Specific Performance . Executive acknowledges and agrees that remedies at law available to the Company for a breach or threatened
breach of any of the provisions of Sections 9 or 10 would be inadequate and the Company would suffer irreparable damages as a result of such
breach or threatened breach. In recognition of this fact, Executive 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.

     12. Miscellaneous .
           (a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.

            (b) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties with respect to the matters
herein (including, without limitation, Executive’s compensation, benefits and severance) and supersedes all prior agreements (including,
without limitation, the Predecessor Agreement which shall be of no force and effect upon this Agreement becoming effective), understandings,
memoranda, term sheets, conversations and negotiations. There are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not
be altered, modified, or amended except by written instrument signed by the parties hereto.

            (c) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.

          (d) 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.

           (e) Assignment . This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company with
Executive’s consent, such consent not to be unreasonably withheld, to a person or entity that is a successor in interest to substantially all of

                                                                        -10-
the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such affiliate or successor person or entity as applicable.

            (f) Successors; Binding Agreement . This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devises and legatees of Executive.

            (g) Notice . For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by hand or overnight courier or five days after it has been mailed by
United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

             If to the Company:            PBF Investments LLC
                                           c/o PBF Energy
                                           1 Sylvan Way, 2nd Floor
                                           Parsippany, NJ 07054

             If to Executive:
            (h) Release . As a condition of receipt of the benefits described in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii) and 8(e)(ii), as applicable,
Executive must execute the full and complete release of the PBF Companies and certain related entities or persons thereof in substantially the
form attached hereto as Exhibit A (the “ Release ”) from any and all claims which Executive may then have for whatever reason or cause in
connection with Executive’s employment and the termination thereof (other than those obligations specifically set out in this Agreement, any
indemnification agreement, the indemnification provisions in the Company’s governing documents, and the obligations of the Company and
such related entities to the extent that the documents providing for such obligations specifically provide that the obligations are in addition to
obligations under this Agreement), and deliver the Release to the Company on or prior to the 21st day or the 45th day, as applicable, following
the date on which his employment with the Company terminates and he is given an execution version of the Release, and Executive shall not
revoke the same within the seven-day period following its execution.

           (i) Arbitration . Any dispute with regard to the enforcement of this Agreement or any matter relating to the employment of
Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts or any violation
of law other than the seeking of equitable relief in accordance with applicable law under Section 11 hereof, 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 National Rules for the
Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of New York as provided for
under

                                                                        -11-
Section 12(a) 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.

           (j) Executive Representation . Executive hereby represents to the Company that (i) he has duly executed and delivered this
Agreement, and (ii) the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other
agreement or policy or government or court order to which Executive is a party or otherwise bound.

            (k) Cooperation . Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal
from any action or proceeding) that relates to events occurring during Executive’s employment hereunder. The Company shall provide
Executive with a reasonable stipend of not less than $2,000.00 per day and shall reimburse Executive for reasonable expenses incurred as a
result of Executive’s cooperation with the Company. Notwithstanding anything to the contrary herein, this provision shall survive any
termination of this Agreement.

           (l) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or regulation.

             (m) Indemnification, Insurance and Related Matters . During the Employment Term and for so long as there exists potential for
liability thereafter with regard to the Executive’s activities during the Employment Term on behalf of the PBF Companies (regardless of
whether as an employee, officer, or member of the Board or in any other capacity on behalf of the PBF Companies), the Company shall
indemnify, defend and hold harmless the Executive on terms and conditions no less favorable than any of the PBF Companies provides at any
time during the Employment Term or afterwards to its other executive officers and members of the Board. During the Employment Term and
for six (6) years thereafter, the Executive shall be entitled, at the Company’s expense, to the same directors’ and officers’ liability insurance
coverage that any of the PBF Companies provides generally to its other executive officers and members of the Board, as may be amended from
time to time, provided that such insurance coverage following the Employment Term shall be on terms and conditions no less favorable to the
Executive than those in effect at the expiration or termination of the Employment Term. The rights provided by this Section 12(m) shall be in
addition to any other rights to which Executive may be entitled under any of the organizational documents of any of the PBF Companies, any
agreement, pursuant to any vote of the holders of equity interests or securities of any of the PBF Companies, as a matter of law or otherwise.

                                                                       -12-
     (n) Section 409A.
            (i) Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid
during the six-month period following the Executive’s termination of employment if the Company determines, in its good faith judgment,
that paying such amounts at the time or times contemplated by this Agreement would cause the Executive to incur an additional tax under
Section 409A (in which case such amounts shall be paid at the time or times indicated in this Section 12(n)). If the payment of any
amounts are delayed as a result of the previous sentence, (i) the Company will create a U.S. irrevocable grantor trust with the funds to be
held for the benefit of the Executive, known as a “rabbi trust” and contribute to it any amounts subject to the delay as soon as is
practicable, and (ii) on the first business day following the earlier of Executive’s death or the end of the six-month period, the Company
will pay Executive a lump sum amount equal to the amounts that would have otherwise been previously paid to Executive under this
Agreement during such six-month period, plus accrued interest on such amounts at a rate of 4.5% per annum for the period beginning on
the date of Executive’s termination of employment through the payment date. Thereafter, payments will resume in accordance with this
Agreement.
             (ii) It is the intent of the Company that the provisions of this Agreement comply with Section 409A. Accordingly, the parties
intend that this Agreement be interpreted and operated consistent with such requirements of Section 409A to avoid application of penalty
taxes under Section 409A to the extent reasonably practicable. In the event that following the Start Date the Company or Executive
reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company
and Executive shall work together to attempt to reach mutual agreement to adopt such amendments to this Agreement or adopt other
policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially
reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from
Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or
(y) comply with the requirements of Section 409A, provided however, without Executive’s consent the economic benefit to Executive
may not be diminished, reduced or delayed, and the Company is not required to take any action under this sentence other than that
specially provided herein, and provided , further that neither the Company nor any of its employees or representatives shall have any
liability to Executive with respect thereto. In addition, the Executive may (but shall not be entitled to) become the beneficiary of a
separate indemnity agreement with the Company related to certain liabilities for taxes, including those arising under Section 409A.
           (iii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury
Regulation Section 1.409A-3(i)(l)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a
fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this
Agreement, other than with respect to medical benefits provided under Sections 6 and 8, during Executive’s taxable year may not affect
the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be
made on or before the last day of Executive’s taxable year following the taxable year in

                                                                -13-
     which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for
     another benefit. For purposes of Section 409A, each payment made under this Agreement shall be designated as a “separate payment”
     within the meaning of Section 409A.

            (o) 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.

                                             [The remainder of this page intentionally left blank.]

                                                                     -14-
     IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement as of the day and year first above written.

PBF INVESTMENTS LLC                                                         EXECUTIVE

By:                                                                         By:
Name:                                                                       Name:     Matthew C. Lucey
Title:                                                                      Title:    Senior Vice President, Chief Financial Officer

                                                                -15-
                                                                   EXHIBIT A

                                                        AGREEMENT AND RELEASE

      This Agreement and Release (“ Release ”) is entered into between you, the undersigned employee, and PBF INVESTMENTS LLC, a
Delaware limited liability company (the “Company” ), in connection with the Employment Agreement between you and the Company dated as
of [December ], 2012 (as subsequently amended, the “ Employment Agreement ”). You have [ ] days to consider this Release, which you
agree is a reasonable amount of time. While you may sign this Release prior to the expiration of this [ ] day period, you are not to sign it prior
to          , 20 .

     1. Definitions .
            (a) “ Released Parties ” means the Company, PBF Energy Company LLC, PBF Energy Inc. and their past, present and future
parents, subsidiaries, divisions, successors, predecessors, employee benefit plans and affiliated or related companies, and also each of the
foregoing entities’ past, present and future owners, officers, directors, stockholders, investors, partners, managers, principals, members,
committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns, representatives and attorneys, in their
personal and representative capacities. Each of the Released Parties is an intended beneficiary of this Release.

              (b) “ Claims ” means all theories of recovery of whatever nature, whether known or unknown, recognized by the law or equity of
any jurisdiction. It includes but is not limited to any and all actions, causes of action, lawsuits, claims, complaints, petitions, charges, demands,
liabilities, indebtedness, losses, damages, rights and judgments in which you have had or may have an interest. It also includes but is not
limited to any claim for wages, benefits or other compensation; provided , however that nothing in this Release will affect your entitlement to
benefits pursuant to the terms of any employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended)
sponsored by the Company in which you are a participant. The term Claims also includes but is not limited to claims asserted by you or on your
behalf by some other person, entity or government agency.

      2. Consideration . The Company agrees to pay you the consideration set forth in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii), and/or 8(e)(ii), as
applicable, of the Employment Agreement. The Company will make the payment(s) to you on the sixtieth (60) day following the date of your
termination of employment, provided that you sign this Release (and return it to the Company) on or prior to the [21st][45th] day following the
date your employment terminates and you are given an execution version of this Release and do not revoke this Release within the seven
(7) day period following its execution. You acknowledge that any payment that the Company makes to you under this Release is in addition to
anything else of value to which you are entitled and that the Company is not otherwise obligated to make such payment to you.

     3. Release of Claims .
           (a) You, on behalf of yourself and your heirs, executors, administrators, legal representatives, successors, beneficiaries, and assigns,
unconditionally release and forever
discharge the Released Parties from, and waive, any and all Claims that you have or may have against any of the Released Parties arising from
your employment with the Company, the termination thereof, and any other acts or omissions occurring on or before the date you sign this
Release.

            (b) The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under (i) the common law (tort, contract
or other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, employee orders and regulations
prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability, or other unlawful factor; (iii) the
National Labor Relations Act; (iv) the Employee Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor
Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act; and (ix) any other federal, state or local
law.

           (c) In furtherance of this Release, you represent that as of the date you entered into this Release neither you nor anyone acting on
your behalf has brought any Claims against any of the Released Parties in or before any court, administrative agency or arbitral authority and
you hereby waive any relief available to you, including, without limitation, monetary damages, attorney’s fees and costs, equitable relief and
reinstatement, under any Claims waived pursuant to this Release.

      4. Acknowledgment . You acknowledge that, by entering into this Release, the Company does not admit to any wrongdoing in
connection with your employment or termination, and that this Release is intended as a compromise of any Claims you have or may have
against the Released Parties. You further acknowledge that you have carefully read this Release and understand its final and binding effect,
have had a reasonable amount of time to consider it, have had the opportunity to seek the advice of legal counsel of your choosing, and are
entering this Release voluntarily. In addition, you hereby certify your understanding that you may revoke the Release by providing written
notice thereof to the Company within seven (7) days following execution of the Release and that, upon such revocation, this Release will not
have any further legal effect.

      5. Applicable Law . This Release shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof.

      6. Arbitration . Any dispute with regard to the enforcement of the Employment Agreement or this Release or any matter relating to the
employment of Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts
or any violation of law other than the seeking of equitable relief in accordance with applicable law under Section 11 of the Employment
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 National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive

                                                                         A-2
law of the State of New York as provided for under Section 5 of this Release. 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.

      7. Severability . Each part, term, or provision of this Release is severable from the others. Notwithstanding any possible future finding by
a duly constituted authority that a particular part, term, or provision is invalid, void, or unenforceable, this Release has been made with the clear
intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby. If any part, term, or
provision is so found invalid, void or unenforceable, the applicability of any such part, term or provision shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.

                                                                        A-3
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.

PBF INVESTMENTS LLC                                                       EMPLOYEE

By:                                                                       By:
Name:                                                                     Name:     Matthew C. Lucey
Title:                                                                    Title:    Senior Vice President, Chief Financial Officer
                              Exhibit 10.15

Second Amended and Restated

  Employment Agreement

         between

   PBF Investments LLC

           and

      Donald F. Lucey
                                                  SECOND AMENDED AND RESTATED
                                                     EMPLOYMENT AGREEMENT

     This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of                                , 2012 is by
and between PBF Investments LLC, a Delaware limited liability company (the “ Company ”), and Donald F. Lucey (“ Executive ”).


                                                                  RECITALS

     WHEREAS , the Company is an indirect wholly-owned subsidiary of PBF Energy Company LLC;

      WHEREAS , the Company and Executive are parties to that certain Amended and Restated Employment Agreement effective as of April
1, 2010 (as amended, the “ Prior Agreement ”);

     WHEREAS , the Company and Executive desire to amend the Prior Agreement in certain respects;

     WHEREAS , the Company desires to continue to employ the Executive and the Executive desires to accept such continued employment
upon the terms and conditions contained in this Agreement; and

      WHEREAS , the Company and Executive desire that effective on and after the date hereof, this Agreement shall replace and supersede
the Prior Agreement and that the Prior Agreement shall be of no force and effect.


                                                                AGREEMENT

      NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements set forth below the parties
hereto agree as follows:

      1. Term of Employment . Subject to the provisions of Section 8, Executive’s employment with the Company pursuant to this Agreement
shall commence on              , 2012 (the “ Start Date ”) and shall continue under this Agreement until            , 2013 (the “ Stated Term ”)
on the terms and subject to the conditions set forth in this Agreement; provided , that the Stated Term automatically shall be renewed by
successive one-year periods (each, a “ Renewal Period ”) unless either party notifies the other party at least 30 days prior to the expiration of
the then applicable Stated Term that the Stated Term shall not be renewed beyond the expiration of such then applicable Stated Term (the “
Non-Renewal Notice ”). The Stated Term including any Renewal Period may also be terminated prior to the expiration thereof in accordance
with Section 8; provided that the provisions of Sections 9, 10 and 11 shall survive any termination of this Agreement or Executive’s
termination of employment hereunder. The term “ Employment Term ” means the period from the Start Date until the expiration or
termination of the Stated Term (including any applicable Renewal Period) pursuant to this Section 1.

     2. Position .
         (a) At the start of the Employment Term, Executive shall serve as the Executive Vice President, Commercial Operations of the
Company and its direct and indirect
parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “ PBF Companies ”) as his primary occupation. Executive
shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “ Board ”), provided
however, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have such duties and
authority that are customary for those positions of companies of the size, type and nature of the Company. Executive acknowledges that during
the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges
that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the regular working
hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration
of any extra hours or weekend work.

            (b) Executive shall devote an appropriate amount of time and energy to the business and affairs of the PBF Companies and shall not
be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless
the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as
preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the
companies in which such investments are made. Executive may also serve on boards of directors and other positions with non-profit and
for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or
conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereof.

      3. Base Salary . During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $           , payable in
regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s
base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual rate of base salary, as in
effect from time to time, is hereinafter referred to as the “ Base Salary .”

      4. Annual Bonus . With respect to each calendar year of the Company ending during the Employment Term, Executive shall be eligible
to earn an annual bonus award (an “ Annual Bonus ”) in accordance with the cash incentive compensation plan of the PBF Companies on the
same basis as those awards are generally made available to other senior executives of the Company. The cash incentive compensation plan and
any amounts thereunder to be paid to Executive shall be determined in the discretion of the Board. Any Annual Bonus earned in respect of a
calendar year shall be paid in a cash lump sum no later than March 15 of the following calendar year.

      5. Incentive Programs . Executive has the option of investing in the PBF Companies and the terms of any such investment are set forth
in separate agreements between Executive and applicable PBF Companies. Executive shall also be entitled to grants of equity-based
compensation (“ Equity Awards ”) under any incentive compensation program that may be adopted by the Board on the same basis as those
benefits are generally made available to other senior executives of the Company. Any such grants shall be made at the discretion of the Board
and the terms of such grants shall be set forth in the Long Term Incentive plan documents.

                                                                       -2-
      6. Employee Benefits . During the Employment Term, Executive shall be entitled to participate in any employee benefit plans (which
term does not include bonus or incentive compensation plans) in which employees of the Company are eligible to participate (other than any
severance pay plan generally offered to all employees of the Company) as in effect from time to time (collectively “ Employee Benefits ”), on
the same basis as those benefits are generally made available to other senior executives of the Company.

     7. Business Expenses .
           During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties
hereunder shall be reimbursed by the Company in accordance with Company policy following presentation by Executive of proof of such
expenses. All business travel accommodations shall be first class. The Company shall reimburse reasonable business expenses incurred by
Executive in the performance of Executive’s duties promptly, but in any case no later than the end of the year following the year in which such
expenses are incurred.

       8. Termination . The Employment Term and Executive’s employment hereunder may be terminated by the Company or by Executive at
any time and for any reason. Upon any termination of Executive’s employment during the Employment Term or any annual non-renewal, the
Employment Term shall automatically terminate. Upon termination of Executive’s employment for any reason, Executive agrees to resign as of
the date of such termination and, to the extent applicable, from any boards (and committees thereof) of the PBF Companies or any of their
affiliates. If the Executive is terminated by the Company for Cause, such termination shall be effective immediately. Executive shall give 30
days’ written notice to the Company in accordance with Section 12(g) hereof in the event Executive intends to terminate his employment
without Good Reason. Notwithstanding any other provision of this Agreement (other than Section 12(h)), the provisions of this Section 8 shall
exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

           (a) Termination For Cause; Without Good Reason; Non-Renewal by Executive . Upon termination of Executive’s employment
hereunder (x) by the Company for Cause or (y) by Executive without Good Reason, including due to Executive’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) accrued, but unpaid Base Salary, earned through the date of termination;
                 (ii) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; and
               (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with this
     Agreement prior to the date of Executive’s termination; and
                 (iv) such Employee Benefits, if any, as to which Executive may be entitled pursuant to the terms governing such Employee
     Benefits; and

                                                                      -3-
                  (v) the right to exercise any vested Equity Awards in accordance with the terms set forth in any Long Term Incentive plan
     documents;
     (collectively, the “ Accrued Rights ”) and, following such termination of Executive’s employment and payment by the Company of the
     Accrued Rights, Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set
     forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above
     in Sections 5 and 6 and any Long Term Incentive compensation program. Amounts payable under (i), (ii) and (iii) above shall be paid no
     later than March 15 of the calendar year immediately following the year of Executive’s termination of employment.

            (b) Disability or Death . Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the
Company if Executive 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 Executive’s duties (such incapacity is hereinafter referred to
as “ Disability ”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be
final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability,
Executive or Executive’s estate, as applicable, shall be entitled to receive:
                  (i) the Accrued Rights;
                 (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs,
     calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of
     Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s
     employment had not terminated; provided , in the event of Executive’s termination on account of Disability, Executive has executed and
     delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and
                (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of
     Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment
     Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or
     termination on account of Disability; provided , in the event of Executive’s termination on account of Disability, Executive has executed
     and delivered (and not revoked) the Release within the time period specified in Section 12(h).

                                                                       -4-
                (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this
     Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other
     benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under
     any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

            (c) Termination In Other Circumstances . If Executive’s employment is terminated at any time (x) during the Employment Term
(other than 6 months’ prior to or within one year subsequent to the consummation of a Change in Control) (I) without Cause (other than by
reason of death or Disability) by the Company, or (II) for Good Reason by Executive or (y) due to the Company’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 1.5 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release; and
                  (iii) continuation for a period of 1 year and 6 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 1 year and 6 month period
     of benefit continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(c),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

           (d) Definitions . For purposes of this Section 8, the following terms shall have the meanings set forth below:
                  (i) “ Cause ” shall mean (A) Executive’s continued willful failure to substantially perform his duties (other than as a result of
     a disability) for a period of 30 days following written notice by the Company to Executive of such failure, (B) Executive’s conviction of,
     or plea of nolo contendere to a crime constituting a misdemeanor involving moral turpitude or a felony, (C) Executive’s willful
     malfeasance

                                                                        -5-
or willful misconduct in connection with Executive’s duties hereunder, including fraud or dishonesty against the Company, or any of its
affiliates, or any act or omission which is materially injurious to the financial condition or business reputation of the Company, or any of
its affiliates, other than an act or omission that was committed or omitted by Executive in the good faith belief that it was in the best
interest of the Company, (D) a breach of Section 12(i) hereof, or (E) Executive’s breach of the provisions of Section 9 or 10 of this
Agreement.
             (ii) “ Change in Control ” shall mean (A) any “person” or “group” (as such terms are defined in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (other than one or more of the Excluded Entities)
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
fifty percent (50%) of the combined voting power of PBF Energy Inc.’s then outstanding voting securities entitled to vote generally in the
election of directors (including by way of merger, consolidation or otherwise); (B) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of PBF Energy Inc. and its subsidiaries, taken as a whole, to any “person” or “group”
(other than one or more of the Excluded Entities); (C) a merger, consolidation or reorganization of PBF Energy Inc. (other than (x) with
or into, as applicable, any of the Excluded Entities or (y) in which the stockholders of PBF Energy Inc., immediately before such merger,
consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least
fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger,
consolidation or reorganization); (D) the complete liquidation or dissolution of PBF Energy Inc.; or (E) other than as expressly provided
for in that certain Stockholders’ Agreement by and among PBF Energy Inc. and the Investor Parties named therein (as the same may be
amended, modified or supplemented from time to time), during any period of two (2) consecutive years, individuals who at the beginning
of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by
the stockholders of PBF Energy Inc. was approved by a vote of a majority of the directors of PBF Energy Inc. then still in office, who
were either directors at the beginning of such period or whose election or nomination for election was previously so approved) (the “
Incumbent Board ”) cease for any reason to constitute a majority of the Board then in office; provided that, any director appointed or
elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an individual on the
Incumbent Board.
            (iii) “ Excluded Entity ” shall mean any of the following: (A) The Blackstone Group L.P. and any of its Affiliates including
Blackstone PB Capital Partners V L.P., Blackstone PB Capital Partners V Subsidiary L.L.C., Blackstone PB Capital Partners V-AC L.P.,
Blackstone Family Investment Partnership V USS L.P., Blackstone Family Investment Partnership V-A USS SMD L.P., Blackstone
Participation Partnership V USS L.P. and their respective general partners, Blackstone Group Management L.L.C., Blackstone,
Blackstone Management Associates V USS L.L.C. and BCP V USS Side-by-Side GP L.L.C.; (B) First Reserve Management, L.P. and
any of its Affiliates, including FR PBF Holdings LLC and FR PBF Holdings II LLC; (C) PBF Energy Inc. and any entities of which a
majority of the voting power of its voting equity securities and equity interests is owned directly or indirectly by PBF Energy Inc.; and
(D) any employee benefit plan (or trust forming a part thereof) sponsored or maintained by any of the foregoing.


                                                                  -6-
                  (iv) “ Good Reason ” shall mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid
     Executive’s Base Salary or Annual Bonus, if any, when due hereunder, (B) any adverse, substantial and sustained diminution in
     Executive’s authority or responsibilities by the Company from those described in Section 2 hereof, (C) the Company requiring a change
     in the location for performance of Executive’s employment responsibilities hereunder to a location more than 50 miles from the
     Company’s office location in Parsippany, NJ (not including ordinary travel during the regular course of employment) or (D) any other
     action or inaction that constitutes a material breach by the Company of the Agreement; provided , that the events described in clauses (A),
     (B), (C) and (D) of this Section 8(d)(iv) shall constitute Good Reason only if the Company fails to cure such event within 20 days after
     receipt from Executive of written notice of the event which constitutes Good Reason; provided , further , that Good Reason shall cease to
     exist for an event described in clauses (A), (B), (C) and (D) of this Section 8(d)(iv) on the 90th day following the later of its occurrence or
     Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
                (v) “ target Annual Bonus ” shall mean that level of Annual Bonus achieved at one times the Base Salary.

            (e) Change in Control . In the event of a termination of Executive’s employment 6 months’ prior to, or within one year subsequent
to the consummation of, a Change in Control (I) without Cause (other than by reason of death or Disability) by the Company, (II) for Good
Reason by Executive, or (III) due to the Company’s election not to renew the Employment Term, Executive shall be entitled to receive:
                (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 2.99 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release;
                (iii) immediate vesting and exercisability of any outstanding Equity Awards, warrants and Series B Units; and
                  (iv) continuation for a period of 2 years and 11 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 2-year and 11-month
     period of benefit

                                                                        -7-
     continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.
                 (v) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payments or benefits
     provided for in Section 8(e) or otherwise is or would be, if not for this Section 8(e)(v), subject to excise tax imposed under Section 4999
     of the Code (the “ Excise Tax ”), then the payments or benefits provided to the Executive shall be reduced (but not below zero) if and
     only to the extent necessary so a reduction in the total payments under this Section 8(e) would result in the Executive retaining a larger
     amount, on an after-tax basis (taking into account federal, state and local income taxes as well as any Excise Tax) than if the Executive
     received the entire amount of such payment. If there is a reduction of the payments or benefits, such reduction shall occur as mutually
     agreed upon by the Company and the Executive. Any determination required under this Section 8(e)(v) shall be made in writing by the
     independent public accountant of the Company (the “ Accountants ”), at the expense of the Company, and whose determination shall be
     conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this
     Section 8(e)(v), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on
     reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(e),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

     9. Restrictive Covenants .
             (a) Non-Competition . Executive shall not, at any time beginning on the Start Date and ending on the date that is six months
following Executive’s termination of employment for any reason (such period, the “ Non-Compete Period ”), be a more than 5% shareholder,
director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with
the Business (as defined below).

           (b) Non-Solicitation . During the Non-Compete Period, Executive shall not directly recruit or otherwise solicit or induce any senior
executive employee of the Company to terminate his or her employment with the Company or any of the Company’s affiliates in order to be
hired by Executive in a business which competes directly with the Business; provided , however , that general solicitation or advertising for
employment by Executive shall not be prohibited by this Section 9(b).

            (c) Non-Disparagement . During Executive’s employment and at any time following his termination, Executive agrees not to
disparage, either orally or in writing, in any material respect the Company or any of their affiliates.

                                                                       -8-
            (d) Reformation . In the event the terms of this Section 9 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too
extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the
maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be
enforceable, all as determined by such court in such action.

           (e) Business . As used in Sections 9 and 10 hereof, the term “ Business ” shall mean the crude oil refining business in the specific
geographic areas in which the Company’s oil refining operations primarily conduct business at the date of Executive’s termination.

           (f) Change in Control . Notwithstanding any other provision herein, this Section 9 shall be null and void upon a Change in
Control.

     10. 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 that are not made public by the Company 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 Executive’s duties hereunder or as permitted pursuant to Section 10(c),
Executive 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 or any of its successors.

           (b) Return of Confidential Information . Upon termination of Executive’s employment with the Company for any reason,
Executive upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in
Executive’s possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the
Company.

            (c) No Prohibition . Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when
required by law, subpoena or court order (provided Executive 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)

                                                                         -9-
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 Executive 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.

      11. Specific Performance . Executive acknowledges and agrees that remedies at law available to the Company for a breach or threatened
breach of any of the provisions of Sections 9 or 10 would be inadequate and the Company would suffer irreparable damages as a result of such
breach or threatened breach. In recognition of this fact, Executive 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.

     12. Miscellaneous .
           (a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.

            (b) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties with respect to the matters
herein (including, without limitation, Executive’s compensation, benefits and severance) and supersedes all prior agreements (including,
without limitation, the Predecessor Agreement which shall be of no force and effect upon this Agreement becoming effective), understandings,
memoranda, term sheets, conversations and negotiations. There are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not
be altered, modified, or amended except by written instrument signed by the parties hereto.

            (c) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.

          (d) 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.

           (e) Assignment . This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company with
Executive’s consent, such consent not to be unreasonably withheld, to a person or entity that is a successor in interest to substantially all of

                                                                        -10-
the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such affiliate or successor person or entity as applicable.

            (f) Successors; Binding Agreement . This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devises and legatees of Executive.

            (g) Notice . For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by hand or overnight courier or five days after it has been mailed by
United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

             If to the Company:            PBF Investments LLC
                                           c/o PBF Energy
                                           1 Sylvan Way, 2nd Floor
                                           Parsippany, NJ 07054

             If to Executive:
            (h) Release . As a condition of receipt of the benefits described in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii) and 8(e)(ii), as applicable,
Executive must execute the full and complete release of the PBF Companies and certain related entities or persons thereof in substantially the
form attached hereto as Exhibit A (the “ Release ”) from any and all claims which Executive may then have for whatever reason or cause in
connection with Executive’s employment and the termination thereof (other than those obligations specifically set out in this Agreement, any
indemnification agreement, the indemnification provisions in the Company’s governing documents, and the obligations of the Company and
such related entities to the extent that the documents providing for such obligations specifically provide that the obligations are in addition to
obligations under this Agreement), and deliver the Release to the Company on or prior to the 21st day or the 45th day, as applicable, following
the date on which his employment with the Company terminates and he is given an execution version of the Release, and Executive shall not
revoke the same within the seven-day period following its execution.

           (i) Arbitration . Any dispute with regard to the enforcement of this Agreement or any matter relating to the employment of
Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts or any violation
of law other than the seeking of equitable relief in accordance with applicable law under Section 11 hereof, 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 National Rules for the
Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of New York as provided for
under

                                                                        -11-
Section 12(a) 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.

           (j) Executive Representation . Executive hereby represents to the Company that (i) he has duly executed and delivered this
Agreement, and (ii) the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other
agreement or policy or government or court order to which Executive is a party or otherwise bound.

            (k) Cooperation . Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal
from any action or proceeding) that relates to events occurring during Executive’s employment hereunder. The Company shall provide
Executive with a reasonable stipend of not less than $2,000.00 per day and shall reimburse Executive for reasonable expenses incurred as a
result of Executive’s cooperation with the Company. Notwithstanding anything to the contrary herein, this provision shall survive any
termination of this Agreement.

           (l) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or regulation.

             (m) Indemnification, Insurance and Related Matters . During the Employment Term and for so long as there exists potential for
liability thereafter with regard to the Executive’s activities during the Employment Term on behalf of the PBF Companies (regardless of
whether as an employee, officer, or member of the Board or in any other capacity on behalf of the PBF Companies), the Company shall
indemnify, defend and hold harmless the Executive on terms and conditions no less favorable than any of the PBF Companies provides at any
time during the Employment Term or afterwards to its other executive officers and members of the Board. During the Employment Term and
for six (6) years thereafter, the Executive shall be entitled, at the Company’s expense, to the same directors’ and officers’ liability insurance
coverage that any of the PBF Companies provides generally to its other executive officers and members of the Board, as may be amended from
time to time, provided that such insurance coverage following the Employment Term shall be on terms and conditions no less favorable to the
Executive than those in effect at the expiration or termination of the Employment Term. The rights provided by this Section 12(m) shall be in
addition to any other rights to which Executive may be entitled under any of the organizational documents of any of the PBF Companies, any
agreement, pursuant to any vote of the holders of equity interests or securities of any of the PBF Companies, as a matter of law or otherwise.

                                                                       -12-
     (n) Section 409A.
            (i) Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid
during the six-month period following the Executive’s termination of employment if the Company determines, in its good faith judgment,
that paying such amounts at the time or times contemplated by this Agreement would cause the Executive to incur an additional tax under
Section 409A (in which case such amounts shall be paid at the time or times indicated in this Section 12(n)). If the payment of any
amounts are delayed as a result of the previous sentence, (i) the Company will create a U.S. irrevocable grantor trust with the funds to be
held for the benefit of the Executive, known as a “rabbi trust” and contribute to it any amounts subject to the delay as soon as is
practicable, and (ii) on the first business day following the earlier of Executive’s death or the end of the six-month period, the Company
will pay Executive a lump sum amount equal to the amounts that would have otherwise been previously paid to Executive under this
Agreement during such six-month period, plus accrued interest on such amounts at a rate of 4.5% per annum for the period beginning on
the date of Executive’s termination of employment through the payment date. Thereafter, payments will resume in accordance with this
Agreement.
             (ii) It is the intent of the Company that the provisions of this Agreement comply with Section 409A. Accordingly, the parties
intend that this Agreement be interpreted and operated consistent with such requirements of Section 409A to avoid application of penalty
taxes under Section 409A to the extent reasonably practicable. In the event that following the Start Date the Company or Executive
reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company
and Executive shall work together to attempt to reach mutual agreement to adopt such amendments to this Agreement or adopt other
policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially
reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from
Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or
(y) comply with the requirements of Section 409A, provided however, without Executive’s consent the economic benefit to Executive
may not be diminished, reduced or delayed, and the Company is not required to take any action under this sentence other than that
specially provided herein, and provided , further that neither the Company nor any of its employees or representatives shall have any
liability to Executive with respect thereto. In addition, the Executive may (but shall not be entitled to) become the beneficiary of a
separate indemnity agreement with the Company related to certain liabilities for taxes, including those arising under Section 409A.
           (iii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury
Regulation Section 1.409A-3(i)(l)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a
fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this
Agreement, other than with respect to medical benefits provided under Sections 6 and 8, during Executive’s taxable year may not affect
the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be
made on or before the last day of Executive’s taxable year following the taxable year in

                                                                -13-
     which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for
     another benefit. For purposes of Section 409A, each payment made under this Agreement shall be designated as a “separate payment”
     within the meaning of Section 409A.

            (o) 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.

                                             [The remainder of this page intentionally left blank.]

                                                                     -14-
     IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement as of the day and year first above written.

PBF INVESTMENTS LLC                                                         EXECUTIVE

By:                                                                         By:
Name:                                                                       Name:     Donald F. Lucey
Title:                                                                      Title:    Executive Vice President, Commercial Operations

                                                                -15-
                                                                   EXHIBIT A

                                                        AGREEMENT AND RELEASE

      This Agreement and Release (“ Release ”) is entered into between you, the undersigned employee, and PBF INVESTMENTS LLC, a
Delaware limited liability company (the “Company” ), in connection with the Employment Agreement between you and the Company dated as
of [December ], 2012 (as subsequently amended, the “ Employment Agreement ”). You have [ ] days to consider this Release, which you
agree is a reasonable amount of time. While you may sign this Release prior to the expiration of this [ ] day period, you are not to sign it prior
to          , 20 .

     1. Definitions .
            (a) “ Released Parties ” means the Company, PBF Energy Company LLC, PBF Energy Inc. and their past, present and future
parents, subsidiaries, divisions, successors, predecessors, employee benefit plans and affiliated or related companies, and also each of the
foregoing entities’ past, present and future owners, officers, directors, stockholders, investors, partners, managers, principals, members,
committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns, representatives and attorneys, in their
personal and representative capacities. Each of the Released Parties is an intended beneficiary of this Release.

              (b) “ Claims ” means all theories of recovery of whatever nature, whether known or unknown, recognized by the law or equity of
any jurisdiction. It includes but is not limited to any and all actions, causes of action, lawsuits, claims, complaints, petitions, charges, demands,
liabilities, indebtedness, losses, damages, rights and judgments in which you have had or may have an interest. It also includes but is not
limited to any claim for wages, benefits or other compensation; provided , however that nothing in this Release will affect your entitlement to
benefits pursuant to the terms of any employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended)
sponsored by the Company in which you are a participant. The term Claims also includes but is not limited to claims asserted by you or on your
behalf by some other person, entity or government agency.

      2. Consideration . The Company agrees to pay you the consideration set forth in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii), and/or 8(e)(ii), as
applicable, of the Employment Agreement. The Company will make the payment(s) to you on the sixtieth (60) day following the date of your
termination of employment, provided that you sign this Release (and return it to the Company) on or prior to the [21st][45th] day following the
date your employment terminates and you are given an execution version of this Release and do not revoke this Release within the seven
(7) day period following its execution. You acknowledge that any payment that the Company makes to you under this Release is in addition to
anything else of value to which you are entitled and that the Company is not otherwise obligated to make such payment to you.

     3. Release of Claims .
           (a) You, on behalf of yourself and your heirs, executors, administrators, legal representatives, successors, beneficiaries, and assigns,
unconditionally release and forever
discharge the Released Parties from, and waive, any and all Claims that you have or may have against any of the Released Parties arising from
your employment with the Company, the termination thereof, and any other acts or omissions occurring on or before the date you sign this
Release.

            (b) The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under (i) the common law (tort, contract
or other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, employee orders and regulations
prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability, or other unlawful factor; (iii) the
National Labor Relations Act; (iv) the Employee Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor
Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act; and (ix) any other federal, state or local
law.

           (c) In furtherance of this Release, you represent that as of the date you entered into this Release neither you nor anyone acting on
your behalf has brought any Claims against any of the Released Parties in or before any court, administrative agency or arbitral authority and
you hereby waive any relief available to you, including, without limitation, monetary damages, attorney’s fees and costs, equitable relief and
reinstatement, under any Claims waived pursuant to this Release.

      4. Acknowledgment . You acknowledge that, by entering into this Release, the Company does not admit to any wrongdoing in
connection with your employment or termination, and that this Release is intended as a compromise of any Claims you have or may have
against the Released Parties. You further acknowledge that you have carefully read this Release and understand its final and binding effect,
have had a reasonable amount of time to consider it, have had the opportunity to seek the advice of legal counsel of your choosing, and are
entering this Release voluntarily. In addition, you hereby certify your understanding that you may revoke the Release by providing written
notice thereof to the Company within seven (7) days following execution of the Release and that, upon such revocation, this Release will not
have any further legal effect.

      5. Applicable Law . This Release shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof.

      6. Arbitration . Any dispute with regard to the enforcement of the Employment Agreement or this Release or any matter relating to the
employment of Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts
or any violation of law other than the seeking of equitable relief in accordance with applicable law under Section 11 of the Employment
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 National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive

                                                                         A-2
law of the State of New York as provided for under Section 5 of this Release. 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.

      7. Severability . Each part, term, or provision of this Release is severable from the others. Notwithstanding any possible future finding by
a duly constituted authority that a particular part, term, or provision is invalid, void, or unenforceable, this Release has been made with the clear
intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby. If any part, term, or
provision is so found invalid, void or unenforceable, the applicability of any such part, term or provision shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.

                                                                        A-3
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.

PBF INVESTMENTS LLC                                                       EMPLOYEE

By:                                                                       By:
Name:                                                                     Name:     Donald F. Lucey
Title:                                                                    Title:    Executive Vice President, Commercial Operations
                       Exhibit 10.16

Amended and Restated

Employment Agreement

      between

PBF Investments LLC

        and

  Michael D. Gayda
                                                       AMENDED AND RESTATED
                                                      EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of                              , 2012 is by and
between PBF Investments LLC, a Delaware limited liability company (the “ Company ”), and Michael D. Gayda (“ Executive ”).


                                                                  RECITALS

     WHEREAS , the Company is an indirect wholly-owned subsidiary of PBF Energy Company LLC;

      WHEREAS , the Company and Executive are parties to that certain Employment Agreement effective as of April 1, 2010 (as amended,
the “ Prior Agreement ”);

     WHEREAS , the Company and Executive desire to amend the Prior Agreement in certain respects;

     WHEREAS , the Company desires to continue to employ the Executive and the Executive desires to accept such continued employment
upon the terms and conditions contained in this Agreement; and

      WHEREAS , the Company and Executive desire that effective on and after the date hereof, this Agreement shall replace and supersede
the Prior Agreement and that the Prior Agreement shall be of no force and effect.


                                                                AGREEMENT

      NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements set forth below the parties
hereto agree as follows:

      1. Term of Employment . Subject to the provisions of Section 8, Executive’s employment with the Company pursuant to this Agreement
shall commence on                , 2012 (the “ Start Date ”) and shall continue under this Agreement until               , 2013 (the “ Stated
Term ”) on the terms and subject to the conditions set forth in this Agreement; provided , that the Stated Term automatically shall be renewed
by successive one-year periods (each, a “ Renewal Period ”) unless either party notifies the other party at least 30 days prior to the expiration
of the then applicable Stated Term that the Stated Term shall not be renewed beyond the expiration of such then applicable Stated Term (the “
Non-Renewal Notice ”). The Stated Term including any Renewal Period may also be terminated prior to the expiration thereof in accordance
with Section 8; provided that the provisions of Sections 9, 10 and 11 shall survive any termination of this Agreement or Executive’s
termination of employment hereunder. The term “ Employment Term ” means the period from the Start Date until the expiration or
termination of the Stated Term (including any applicable Renewal Period) pursuant to this Section 1.

     2. Position .
           (a) At the start of the Employment Term, Executive shall serve as the President of the Company and its direct and indirect
parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “ PBF Companies ”) as his primary occupation. Executive
shall also serve in such positions for the PBF Companies as determined by the Board of Directors of PBF Energy Inc. (the “ Board ”), provided
however, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have such duties and
authority that are customary for those positions of companies of the size, type and nature of the Company. Executive acknowledges that during
the Employment Term, he may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges
that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding the regular working
hours per week nor for additional time for weekend work. The base salary of Executive as set forth in this Agreement covers the remuneration
of any extra hours or weekend work.

            (b) Executive shall devote an appropriate amount of time and energy to the business and affairs of the PBF Companies and shall not
be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless
the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed as
preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation of any of the
companies in which such investments are made. Executive may also serve on boards of directors and other positions with non-profit and
for-profit organizations as to which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or
conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereof.

      3. Base Salary . During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $           , payable in
regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s
base salary, if any, as may be determined from time to time in the sole discretion of the Board. Executive’s annual rate of base salary, as in
effect from time to time, is hereinafter referred to as the “ Base Salary .”

      4. Annual Bonus . With respect to each calendar year of the Company ending during the Employment Term, Executive shall be eligible
to earn an annual bonus award (an “ Annual Bonus ”) in accordance with the cash incentive compensation plan of the PBF Companies on the
same basis as those awards are generally made available to other senior executives of the Company. The cash incentive compensation plan and
any amounts thereunder to be paid to Executive shall be determined in the discretion of the Board. Any Annual Bonus earned in respect of a
calendar year shall be paid in a cash lump sum no later than March 15 of the following calendar year.

      5. Incentive Programs . Executive has the option of investing in the PBF Companies and the terms of any such investment are set forth
in separate agreements between Executive and applicable PBF Companies. Executive shall also be entitled to grants of equity-based
compensation (“ Equity Awards ”) under any incentive compensation program that may be adopted by the Board on the same basis as those
benefits are generally made available to other senior executives of the Company. Any such grants shall be made at the discretion of the Board
and the terms of such grants shall be set forth in the Long Term Incentive plan documents.

                                                                       -2-
      6. Employee Benefits . During the Employment Term, Executive shall be entitled to participate in any employee benefit plans (which
term does not include bonus or incentive compensation plans) in which employees of the Company are eligible to participate (other than any
severance pay plan generally offered to all employees of the Company) as in effect from time to time (collectively “ Employee Benefits ”), on
the same basis as those benefits are generally made available to other senior executives of the Company.

     7. Business Expenses .
           During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties
hereunder shall be reimbursed by the Company in accordance with Company policy following presentation by Executive of proof of such
expenses. All business travel accommodations shall be first class. The Company shall reimburse reasonable business expenses incurred by
Executive in the performance of Executive’s duties promptly, but in any case no later than the end of the year following the year in which such
expenses are incurred.

       8. Termination . The Employment Term and Executive’s employment hereunder may be terminated by the Company or by Executive at
any time and for any reason. Upon any termination of Executive’s employment during the Employment Term or any annual non-renewal, the
Employment Term shall automatically terminate. Upon termination of Executive’s employment for any reason, Executive agrees to resign as of
the date of such termination and, to the extent applicable, from any boards (and committees thereof) of the PBF Companies or any of their
affiliates. If the Executive is terminated by the Company for Cause, such termination shall be effective immediately. Executive shall give 30
days’ written notice to the Company in accordance with Section 12(g) hereof in the event Executive intends to terminate his employment
without Good Reason. Notwithstanding any other provision of this Agreement (other than Section 12(h)), the provisions of this Section 8 shall
exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

           (a) Termination For Cause; Without Good Reason; Non-Renewal by Executive . Upon termination of Executive’s employment
hereunder (x) by the Company for Cause or (y) by Executive without Good Reason, including due to Executive’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) accrued, but unpaid Base Salary, earned through the date of termination;
                 (ii) any Annual Bonus earned but unpaid as of the date of termination for any previously completed fiscal year; and
               (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with this
     Agreement prior to the date of Executive’s termination; and
                 (iv) such Employee Benefits, if any, as to which Executive may be entitled pursuant to the terms governing such Employee
     Benefits; and

                                                                      -3-
                  (v) the right to exercise any vested Equity Awards in accordance with the terms set forth in any Long Term Incentive plan
     documents;
     (collectively, the “ Accrued Rights ”) and, following such termination of Executive’s employment and payment by the Company of the
     Accrued Rights, Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set
     forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above
     in Sections 5 and 6 and any Long Term Incentive compensation program. Amounts payable under (i), (ii) and (iii) above shall be paid no
     later than March 15 of the calendar year immediately following the year of Executive’s termination of employment.

            (b) Disability or Death . Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the
Company if Executive 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 Executive’s duties (such incapacity is hereinafter referred to
as “ Disability ”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company
cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall
make such determination in writing. The determination of Disability by such physician made in writing to the Company and Executive shall be
final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability,
Executive or Executive’s estate, as applicable, shall be entitled to receive:
                  (i) the Accrued Rights;
                 (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs,
     calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of
     Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s
     employment had not terminated; provided , in the event of Executive’s termination on account of Disability, Executive has executed and
     delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and
                (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of
     Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment
     Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or
     termination on account of Disability; provided , in the event of Executive’s termination on account of Disability, Executive has executed
     and delivered (and not revoked) the Release within the time period specified in Section 12(h).

                                                                       -4-
                (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this
     Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other
     benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under
     any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

            (c) Termination In Other Circumstances . If Executive’s employment is terminated at any time (x) during the Employment Term
(other than 6 months’ prior to or within one year subsequent to the consummation of a Change in Control) (I) without Cause (other than by
reason of death or Disability) by the Company, or (II) for Good Reason by Executive or (y) due to the Company’s election not to renew the
Employment Term, Executive shall be entitled to receive:
                 (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 1.5 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release; and
                  (iii) continuation for a period of 1 year and 6 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 1 year and 6 month period
     of benefit continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(c),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

           (d) Definitions . For purposes of this Section 8, the following terms shall have the meanings set forth below:
                  (i) “ Cause ” shall mean (A) Executive’s continued willful failure to substantially perform his duties (other than as a result of
     a disability) for a period of 30 days following written notice by the Company to Executive of such failure, (B) Executive’s conviction of,
     or plea of nolo contendere to a crime constituting a misdemeanor involving moral turpitude or a felony, (C) Executive’s willful
     malfeasance

                                                                        -5-
or willful misconduct in connection with Executive’s duties hereunder, including fraud or dishonesty against the Company, or any of its
affiliates, or any act or omission which is materially injurious to the financial condition or business reputation of the Company, or any of
its affiliates, other than an act or omission that was committed or omitted by Executive in the good faith belief that it was in the best
interest of the Company, (D) a breach of Section 12(i) hereof, or (E) Executive’s breach of the provisions of Section 9 or 10 of this
Agreement.
             (ii) “ Change in Control ” shall mean (A) any “person” or “group” (as such terms are defined in Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (other than one or more of the Excluded Entities)
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
fifty percent (50%) of the combined voting power of PBF Energy Inc.’s then outstanding voting securities entitled to vote generally in the
election of directors (including by way of merger, consolidation or otherwise); (B) the sale or disposition, in one or a series of related
transactions, of all or substantially all of the assets of PBF Energy Inc. and its subsidiaries, taken as a whole, to any “person” or “group”
(other than one or more of the Excluded Entities); (C) a merger, consolidation or reorganization of PBF Energy Inc. (other than (x) with
or into, as applicable, any of the Excluded Entities or (y) in which the stockholders of PBF Energy Inc., immediately before such merger,
consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least
fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger,
consolidation or reorganization); (D) the complete liquidation or dissolution of PBF Energy Inc.; or (E) other than as expressly provided
for in that certain Stockholders’ Agreement by and among PBF Energy Inc. and the Investor Parties named therein (as the same may be
amended, modified or supplemented from time to time), during any period of two (2) consecutive years, individuals who at the beginning
of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by
the stockholders of PBF Energy Inc. was approved by a vote of a majority of the directors of PBF Energy Inc. then still in office, who
were either directors at the beginning of such period or whose election or nomination for election was previously so approved) (the “
Incumbent Board ”) cease for any reason to constitute a majority of the Board then in office; provided that, any director appointed or
elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an individual on the
Incumbent Board.
            (iii) “ Excluded Entity ” shall mean any of the following: (A) The Blackstone Group L.P. and any of its Affiliates including
Blackstone PB Capital Partners V L.P., Blackstone PB Capital Partners V Subsidiary L.L.C., Blackstone PB Capital Partners V-AC L.P.,
Blackstone Family Investment Partnership V USS L.P., Blackstone Family Investment Partnership V-A USS SMD L.P., Blackstone
Participation Partnership V USS L.P. and their respective general partners, Blackstone Group Management L.L.C., Blackstone,
Blackstone Management Associates V USS L.L.C. and BCP V USS Side-by-Side GP L.L.C.; (B) First Reserve Management, L.P. and
any of its Affiliates, including FR PBF Holdings LLC and FR PBF Holdings II LLC; (C) PBF Energy Inc. and any entities of which a
majority of the voting power of its voting equity securities and equity interests is owned directly or indirectly by PBF Energy Inc.; and
(D) any employee benefit plan (or trust forming a part thereof) sponsored or maintained by any of the foregoing.


                                                                  -6-
                  (iv) “ Good Reason ” shall mean, without Executive’s consent, (A) the failure of the Company to pay or cause to be paid
     Executive’s Base Salary or Annual Bonus, if any, when due hereunder, (B) any adverse, substantial and sustained diminution in
     Executive’s authority or responsibilities by the Company from those described in Section 2 hereof, (C) the Company requiring a change
     in the location for performance of Executive’s employment responsibilities hereunder to a location more than 50 miles from the
     Company’s office location in Parsippany, NJ (not including ordinary travel during the regular course of employment) or (D) any other
     action or inaction that constitutes a material breach by the Company of the Agreement; provided , that the events described in clauses (A),
     (B), (C) and (D) of this Section 8(d)(iv) shall constitute Good Reason only if the Company fails to cure such event within 20 days after
     receipt from Executive of written notice of the event which constitutes Good Reason; provided , further , that Good Reason shall cease to
     exist for an event described in clauses (A), (B), (C) and (D) of this Section 8(d)(iv) on the 90th day following the later of its occurrence or
     Executive’s knowledge thereof, unless Executive has given the Company written notice thereof prior to such date.
                (v) “ target Annual Bonus ” shall mean that level of Annual Bonus achieved at one times the Base Salary.

            (e) Change in Control . In the event of a termination of Executive’s employment 6 months’ prior to, or within one year subsequent
to the consummation of, a Change in Control (I) without Cause (other than by reason of death or Disability) by the Company, (II) for Good
Reason by Executive, or (III) due to the Company’s election not to renew the Employment Term, Executive shall be entitled to receive:
                (i) the Accrued Rights;
                 (ii) a cash lump sum payment equal to 2.99 times Executive’s Base Salary as in effect on the date of termination, payable on
     the 60th day following the date of Executive’s termination of employment; provided , however , that receipt of such amount will be
     subject to Executive executing and delivering (and not revoking) the Release on or prior to the 21st day or the 45th day, as applicable,
     following the date on which his employment with the Company terminates and he is given an execution version of the Release;
                (iii) immediate vesting and exercisability of any outstanding Equity Awards, warrants and Series B Units; and
                  (iv) continuation for a period of 2 years and 11 months of Executive’s and his dependent’s health (medical, dental and vision)
     benefits if Executive was enrolled in such benefits at the time of termination and otherwise remains eligible for such benefits and
     continues to pay the Executive’s portion of the monthly cost of such benefits, provided, that at the end of such 2-year and 11-month
     period of benefit

                                                                        -7-
     continuation, as long as the Company will not be subject to any taxes, fines or penalties under applicable law as a result thereof,
     Executive shall then be entitled to the full period of benefits then allowed under COBRA at Executive’s sole expense.
                 (v) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payments or benefits
     provided for in Section 8(e) or otherwise is or would be, if not for this Section 8(e)(v), subject to excise tax imposed under Section 4999
     of the Code (the “ Excise Tax ”), then the payments or benefits provided to the Executive shall be reduced (but not below zero) if and
     only to the extent necessary so a reduction in the total payments under this Section 8(e) would result in the Executive retaining a larger
     amount, on an after-tax basis (taking into account federal, state and local income taxes as well as any Excise Tax) than if the Executive
     received the entire amount of such payment. If there is a reduction of the payments or benefits, such reduction shall occur as mutually
     agreed upon by the Company and the Executive. Any determination required under this Section 8(e)(v) shall be made in writing by the
     independent public accountant of the Company (the “ Accountants ”), at the expense of the Company, and whose determination shall be
     conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this
     Section 8(e)(v), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on
     reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

           Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(e),
Executive shall have no further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of
this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term
Incentive compensation program.

     9. Restrictive Covenants .
             (a) Non-Competition . Executive shall not, at any time beginning on the Start Date and ending on the date that is six months
following Executive’s termination of employment for any reason (such period, the “ Non-Compete Period ”), be a more than 5% shareholder,
director, officer or employee of any person, firm, corporation, partnership or business that engages in a business which competes directly with
the Business (as defined below).

           (b) Non-Solicitation . During the Non-Compete Period, Executive shall not directly recruit or otherwise solicit or induce any senior
executive employee of the Company to terminate his or her employment with the Company or any of the Company’s affiliates in order to be
hired by Executive in a business which competes directly with the Business; provided , however , that general solicitation or advertising for
employment by Executive shall not be prohibited by this Section 9(b).

            (c) Non-Disparagement . During Executive’s employment and at any time following his termination, Executive agrees not to
disparage, either orally or in writing, in any material respect the Company or any of their affiliates.

                                                                       -8-
            (d) Reformation . In the event the terms of this Section 9 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too
extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the
maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be
enforceable, all as determined by such court in such action.

           (e) Business . As used in Sections 9 and 10 hereof, the term “ Business ” shall mean the crude oil refining business in the specific
geographic areas in which the Company’s oil refining operations primarily conduct business at the date of Executive’s termination.

           (f) Change in Control . Notwithstanding any other provision herein, this Section 9 shall be null and void upon a Change in
Control.

     10. 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 that are not made public by the Company 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 Executive’s duties hereunder or as permitted pursuant to Section 10(c),
Executive 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 or any of its successors.

           (b) Return of Confidential Information . Upon termination of Executive’s employment with the Company for any reason,
Executive upon the request of the Company will promptly either destroy or deliver to the Company any and all Confidential Information in
Executive’s possession and any other documents concerning the customers, business plans, marketing strategies, products or processes of the
Company.

            (c) No Prohibition . Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when
required by law, subpoena or court order (provided Executive 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)

                                                                         -9-
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 Executive 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.

      11. Specific Performance . Executive acknowledges and agrees that remedies at law available to the Company for a breach or threatened
breach of any of the provisions of Sections 9 or 10 would be inadequate and the Company would suffer irreparable damages as a result of such
breach or threatened breach. In recognition of this fact, Executive 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.

     12. Miscellaneous .
           (a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.

            (b) Entire Agreement; Amendments . This Agreement contains the entire understanding of the parties with respect to the matters
herein (including, without limitation, Executive’s compensation, benefits and severance) and supersedes all prior agreements (including,
without limitation, the Predecessor Agreement which shall be of no force and effect upon this Agreement becoming effective), understandings,
memoranda, term sheets, conversations and negotiations. There are no restrictions, agreements, promises, warranties, covenants or
undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not
be altered, modified, or amended except by written instrument signed by the parties hereto.

            (c) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other
term of this Agreement.

          (d) 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.

           (e) Assignment . This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company with
Executive’s consent, such consent not to be unreasonably withheld, to a person or entity that is a successor in interest to substantially all of

                                                                        -10-
the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights
and obligations of such affiliate or successor person or entity as applicable.

            (f) Successors; Binding Agreement . This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devises and legatees of Executive.

            (g) Notice . For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by hand or overnight courier or five days after it has been mailed by
United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

             If to the Company:            PBF Investments LLC
                                           c/o PBF Energy
                                           1 Sylvan Way, 2nd Floor
                                           Parsippany, NJ 07054

             If to Executive:
            (h) Release . As a condition of receipt of the benefits described in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii) and 8(e)(ii), as applicable,
Executive must execute the full and complete release of the PBF Companies and certain related entities or persons thereof in substantially the
form attached hereto as Exhibit A (the “ Release ”) from any and all claims which Executive may then have for whatever reason or cause in
connection with Executive’s employment and the termination thereof (other than those obligations specifically set out in this Agreement, any
indemnification agreement, the indemnification provisions in the Company’s governing documents, and the obligations of the Company and
such related entities to the extent that the documents providing for such obligations specifically provide that the obligations are in addition to
obligations under this Agreement), and deliver the Release to the Company on or prior to the 21st day or the 45th day, as applicable, following
the date on which his employment with the Company terminates and he is given an execution version of the Release, and Executive shall not
revoke the same within the seven-day period following its execution.

           (i) Arbitration . Any dispute with regard to the enforcement of this Agreement or any matter relating to the employment of
Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts or any violation
of law other than the seeking of equitable relief in accordance with applicable law under Section 11 hereof, 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 National Rules for the
Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive law of the State of New York as provided for
under

                                                                        -11-
Section 12(a) 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.

           (j) Executive Representation . Executive hereby represents to the Company that (i) he has duly executed and delivered this
Agreement, and (ii) the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of
Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other
agreement or policy or government or court order to which Executive is a party or otherwise bound.

            (k) Cooperation . Executive shall provide his reasonable cooperation in connection with any action or proceeding (or any appeal
from any action or proceeding) that relates to events occurring during Executive’s employment hereunder. The Company shall provide
Executive with a reasonable stipend of not less than $2,000.00 per day and shall reimburse Executive for reasonable expenses incurred as a
result of Executive’s cooperation with the Company. Notwithstanding anything to the contrary herein, this provision shall survive any
termination of this Agreement.

           (l) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such federal, state and local
taxes as may be required to be withheld pursuant to any applicable law or regulation.

             (m) Indemnification, Insurance and Related Matters . During the Employment Term and for so long as there exists potential for
liability thereafter with regard to the Executive’s activities during the Employment Term on behalf of the PBF Companies (regardless of
whether as an employee, officer, or member of the Board or in any other capacity on behalf of the PBF Companies), the Company shall
indemnify, defend and hold harmless the Executive on terms and conditions no less favorable than any of the PBF Companies provides at any
time during the Employment Term or afterwards to its other executive officers and members of the Board. During the Employment Term and
for six (6) years thereafter, the Executive shall be entitled, at the Company’s expense, to the same directors’ and officers’ liability insurance
coverage that any of the PBF Companies provides generally to its other executive officers and members of the Board, as may be amended from
time to time, provided that such insurance coverage following the Employment Term shall be on terms and conditions no less favorable to the
Executive than those in effect at the expiration or termination of the Employment Term. The rights provided by this Section 12(m) shall be in
addition to any other rights to which Executive may be entitled under any of the organizational documents of any of the PBF Companies, any
agreement, pursuant to any vote of the holders of equity interests or securities of any of the PBF Companies, as a matter of law or otherwise.

                                                                       -12-
     (n) Section 409A.
            (i) Notwithstanding anything to the contrary in this Agreement, no payments contemplated by this Agreement will be paid
during the six-month period following the Executive’s termination of employment if the Company determines, in its good faith judgment,
that paying such amounts at the time or times contemplated by this Agreement would cause the Executive to incur an additional tax under
Section 409A (in which case such amounts shall be paid at the time or times indicated in this Section 12(n)). If the payment of any
amounts are delayed as a result of the previous sentence, (i) the Company will create a U.S. irrevocable grantor trust with the funds to be
held for the benefit of the Executive, known as a “rabbi trust” and contribute to it any amounts subject to the delay as soon as is
practicable, and (ii) on the first business day following the earlier of Executive’s death or the end of the six-month period, the Company
will pay Executive a lump sum amount equal to the amounts that would have otherwise been previously paid to Executive under this
Agreement during such six-month period, plus accrued interest on such amounts at a rate of 4.5% per annum for the period beginning on
the date of Executive’s termination of employment through the payment date. Thereafter, payments will resume in accordance with this
Agreement.
             (ii) It is the intent of the Company that the provisions of this Agreement comply with Section 409A. Accordingly, the parties
intend that this Agreement be interpreted and operated consistent with such requirements of Section 409A to avoid application of penalty
taxes under Section 409A to the extent reasonably practicable. In the event that following the Start Date the Company or Executive
reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company
and Executive shall work together to attempt to reach mutual agreement to adopt such amendments to this Agreement or adopt other
policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially
reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from
Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or
(y) comply with the requirements of Section 409A, provided however, without Executive’s consent the economic benefit to Executive
may not be diminished, reduced or delayed, and the Company is not required to take any action under this sentence other than that
specially provided herein, and provided , further that neither the Company nor any of its employees or representatives shall have any
liability to Executive with respect thereto. In addition, the Executive may (but shall not be entitled to) become the beneficiary of a
separate indemnity agreement with the Company related to certain liabilities for taxes, including those arising under Section 409A.
           (iii) All reimbursements and in-kind benefits provided pursuant to this Agreement shall be made in accordance with Treasury
Regulation Section 1.409A-3(i)(l)(iv) such that any reimbursements or in-kind benefits will be deemed payable at a specified time or on a
fixed schedule relative to a permissible payment event. Specifically, (A) the amounts reimbursed and in-kind benefits under this
Agreement, other than with respect to medical benefits provided under Sections 6 and 8, during Executive’s taxable year may not affect
the amounts reimbursed or in-kind benefits provided in any other taxable year, (B) the reimbursement of an eligible expense shall be
made on or before the last day of Executive’s taxable year following the taxable year in

                                                                -13-
     which the expense was incurred, and (C) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for
     another benefit. For purposes of Section 409A, each payment made under this Agreement shall be designated as a “separate payment”
     within the meaning of Section 409A.

            (o) 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.

                                             [The remainder of this page intentionally left blank.]

                                                                     -14-
     IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement as of the day and year first above written.

PBF INVESTMENTS LLC                                                         EXECUTIVE

By:                                                                         By:
Name:                                                                       Name:     Michael D. Gayda
Title:                                                                      Title:    President

                                                                -15-
                                                                   EXHIBIT A

                                                        AGREEMENT AND RELEASE

      This Agreement and Release (“ Release ”) is entered into between you, the undersigned employee, and PBF INVESTMENTS LLC, a
Delaware limited liability company (the “Company” ), in connection with the Employment Agreement between you and the Company dated as
of [December ], 2012 (as subsequently amended, the “ Employment Agreement ”). You have [ ] days to consider this Release, which you
agree is a reasonable amount of time. While you may sign this Release prior to the expiration of this [ ] day period, you are not to sign it prior
to          , 20 .

     1. Definitions .
            (a) “ Released Parties ” means the Company, PBF Energy Company LLC, PBF Energy Inc. and their past, present and future
parents, subsidiaries, divisions, successors, predecessors, employee benefit plans and affiliated or related companies, and also each of the
foregoing entities’ past, present and future owners, officers, directors, stockholders, investors, partners, managers, principals, members,
committees, administrators, sponsors, executors, trustees, fiduciaries, employees, agents, assigns, representatives and attorneys, in their
personal and representative capacities. Each of the Released Parties is an intended beneficiary of this Release.

              (b) “ Claims ” means all theories of recovery of whatever nature, whether known or unknown, recognized by the law or equity of
any jurisdiction. It includes but is not limited to any and all actions, causes of action, lawsuits, claims, complaints, petitions, charges, demands,
liabilities, indebtedness, losses, damages, rights and judgments in which you have had or may have an interest. It also includes but is not
limited to any claim for wages, benefits or other compensation; provided , however that nothing in this Release will affect your entitlement to
benefits pursuant to the terms of any employee benefit plan (as defined in the Employee Retirement Income Security Act of 1974, as amended)
sponsored by the Company in which you are a participant. The term Claims also includes but is not limited to claims asserted by you or on your
behalf by some other person, entity or government agency.

      2. Consideration . The Company agrees to pay you the consideration set forth in Sections 8(b)(ii), 8(b)(iii), 8(c)(ii), and/or 8(e)(ii), as
applicable, of the Employment Agreement. The Company will make the payment(s) to you on the sixtieth (60) day following the date of your
termination of employment, provided that you sign this Release (and return it to the Company) on or prior to the [21st][45th] day following the
date your employment terminates and you are given an execution version of this Release and do not revoke this Release within the seven
(7) day period following its execution. You acknowledge that any payment that the Company makes to you under this Release is in addition to
anything else of value to which you are entitled and that the Company is not otherwise obligated to make such payment to you.

     3. Release of Claims .
           (a) You, on behalf of yourself and your heirs, executors, administrators, legal representatives, successors, beneficiaries, and assigns,
unconditionally release and forever
discharge the Released Parties from, and waive, any and all Claims that you have or may have against any of the Released Parties arising from
your employment with the Company, the termination thereof, and any other acts or omissions occurring on or before the date you sign this
Release.

            (b) The release set forth in Paragraph 3(a) includes, but is not limited to, any and all Claims under (i) the common law (tort, contract
or other) of any jurisdiction; (ii) the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Americans with Disabilities
Act, Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, employee orders and regulations
prohibiting discrimination or retaliation upon the basis of age, race, sex, national origin, religion, disability, or other unlawful factor; (iii) the
National Labor Relations Act; (iv) the Employee Retirement Income Security Act; (v) the Family and Medical Leave Act; (vi) the Fair Labor
Standards Act; (vii) the Equal Pay Act; (viii) the Worker Adjustment and Retraining Notification Act; and (ix) any other federal, state or local
law.

           (c) In furtherance of this Release, you represent that as of the date you entered into this Release neither you nor anyone acting on
your behalf has brought any Claims against any of the Released Parties in or before any court, administrative agency or arbitral authority and
you hereby waive any relief available to you, including, without limitation, monetary damages, attorney’s fees and costs, equitable relief and
reinstatement, under any Claims waived pursuant to this Release.

      4. Acknowledgment . You acknowledge that, by entering into this Release, the Company does not admit to any wrongdoing in
connection with your employment or termination, and that this Release is intended as a compromise of any Claims you have or may have
against the Released Parties. You further acknowledge that you have carefully read this Release and understand its final and binding effect,
have had a reasonable amount of time to consider it, have had the opportunity to seek the advice of legal counsel of your choosing, and are
entering this Release voluntarily. In addition, you hereby certify your understanding that you may revoke the Release by providing written
notice thereof to the Company within seven (7) days following execution of the Release and that, upon such revocation, this Release will not
have any further legal effect.

      5. Applicable Law . This Release shall be governed by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles thereof.

      6. Arbitration . Any dispute with regard to the enforcement of the Employment Agreement or this Release or any matter relating to the
employment of Executive by the Company including but not limited to disputes relating to claims of employment discrimination, alleged torts
or any violation of law other than the seeking of equitable relief in accordance with applicable law under Section 11 of the Employment
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 National Rules for the Resolution of Employment Disputes rules of AAA with the arbitrator applying the substantive

                                                                         A-2
law of the State of New York as provided for under Section 5 of this Release. 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.

      7. Severability . Each part, term, or provision of this Release is severable from the others. Notwithstanding any possible future finding by
a duly constituted authority that a particular part, term, or provision is invalid, void, or unenforceable, this Release has been made with the clear
intention that the validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby. If any part, term, or
provision is so found invalid, void or unenforceable, the applicability of any such part, term or provision shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.

                                                                        A-3
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth below.

PBF INVESTMENTS LLC                                                       EMPLOYEE

By:                                                                       By:
Name:                                                                     Name:     Michael D. Gayda
Title:                                                                    Title:    President
                             Exhibit 10.27




   PBF ENERGY INC.
2012 Equity Incentive Plan
1.    Purpose.                                                      3
2.    Definitions.                                                  3
3.    Administration of Plan.                                       8
4.    Awards.                                                       9
5.    Options.                                                      9
6.    Stock Appreciation Rights (SARs).                             11
7.    Performance-Based Awards.                                     12
8.    Other Awards.                                                 13
9.    Shares Subject to the Plan; Limitations and Conditions.       14
10.   Transfers; Leaves of Absence; Separation from Service.        16
11.   Adjustments and Other Corporate Events.                       16
12.   Amendment and Termination of Plan and Awards.                 17
13.   Governing Law; Foreign Awards.                                18
14.   Conformity to Section 409A.                                   18
15.   Withholding Taxes.                                            19
16.   Effective Date.                                               19
17.   Miscellaneous.                                                19

                                                                2
                                                            PBF ENERGY INC.
                                                         2012 Equity Incentive Plan

     1. Purpose .

           The PBF Energy Inc. 2012 Equity Incentive Plan, as it may be amended from time to time (the “ Plan ”) is designed to:

             (a) promote the long term financial interests and growth of PBF Energy Inc., a Delaware corporation (the “ Company ”), and its
subsidiaries and Affiliates (as defined below) by attracting and retaining management and other personnel with the training, experience and
ability to enable them to make a substantial contribution to the success of the Company;

           (b) motivate management and other personnel by means of growth-related incentives to achieve long range goals; and

           (c) further the alignment of interests of Grantees (as defined below) with those of the stockholders of the Company, including
through opportunities for increased equity, or equity-based ownership, in the Company.

     2. Definitions .

            As used in the Plan, and unless otherwise specified in an applicable Award Agreement (as defined below), the following capitalized
terms shall have the following meanings:

            (a) “ Affiliate ” means with respect to any Person, (i) any other Person directly or indirectly through one or more intermediaries
controlling, controlled by or under common control with such Person; or (ii) any entity in which the Company has a significant equity interest,
as determined by the Committee.

           (b) “ Award ” means an award made to a Grantee pursuant to the Plan and described in Section 4 hereof.

            (c) “ Award Agreement ” means a written or electronic agreement or documents between the Company and a Grantee that sets forth
the terms, conditions and limitations applicable to an Award.

           (d) “ Beneficial Owner ” means a “beneficial owner,” as such term is defined in Rule 13d-3 under the Exchange Act (or any
successor rule thereto).

           (e) “ Board ” means the Board of Directors of the Company.

           (f) “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by federal law or executive order to be closed.

                                                                       3
            (g) “ Cause ” means the definition of “Cause” used in the Grantee’s then-effective employment agreement or other service-related
agreement with the Company (or any of its subsidiaries or Affiliates), or, if the Grantee does not have an employment agreement or other
service-related agreement with the Company (or any of its subsidiaries or Affiliates), or if such term is not defined therein, then Cause shall
mean: (A) the commission of an act of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part
of the Grantee, in any case that adversely affects or may reasonably be expected to adversely affect the business or reputation of the Company,
its subsidiaries, or any Affiliate; (B) the conviction or indictment of the Grantee, or a plea of nolo contendere by the Grantee, to any felony or
any crime involving moral turpitude; or (C) the continued failure or refusal to perform the duties of the Grantee’s position for which they are
employed if such failure to perform is not cured by the Grantee within thirty (30) days after notice.

           (h) “ Change in Control ” means the occurrence of any of the following:
                  (i) any Person or Group (other than one or more of the Excluded Entities) is or becomes the Beneficial Owner, directly or
     indirectly, of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities entitled to
     vote generally in the election of Directors (including by way of merger, consolidation or otherwise);
                 (ii) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and
     its subsidiaries, taken as a whole, to any Person or Group (other than one or more of the Excluded Entities);
                  (iii) a merger, consolidation or reorganization of the Company (other than (x) with or into, as applicable, any of the Excluded
     Entities or (y) in which the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly
     or indirectly immediately following such merger, consolidation or reorganization, at least fifty percent (50%) of the combined voting
     power of the outstanding voting securities of the corporation resulting from such merger, consolidation or reorganization);
                 (iv) the complete liquidation or dissolution of the Company; or
                 (v) other than as expressly provided for in the Stockholders Agreement, during any period of two (2) consecutive years,
     individuals who at the beginning of such period constituted the Board (together with any new Directors whose election by such Board or
     whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the Directors of the
     Company, then still in office, who were either Directors at the beginning of such period or whose election or nomination for election was
     previously so approved) (the “ Incumbent Board ”) cease for any reason to constitute a majority of the Board then in office; provided that,
     any Director appointed or elected to the Board to avoid or settle a threatened or actual proxy contest shall in no event be deemed to be an
     individual on the Incumbent Board.

                                                                          4
           (i) “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

           (j) “ Committee ” means the Compensation Committee of the Board (or a subcommittee thereof) or such other committee of the
Board (including, without limitation, the full Board) to which the Board has delegated the power to act under or pursuant to the provisions of
the Plan.

          (k) “ Director ” means a member of the Board or a member of the board of directors (or similar governing body) of a subsidiary of
the Company.

           (l) “ Effective Date ” means December [    ], 2012, the date the stockholders of the Company approved the Plan.

           (m) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor thereto.

            (n) “ Exercise Price ” means (i) in the case of Options, the price specified in the Grantee’s Award Agreement as the price-per-share
at which such Share can be purchased pursuant to the Option or (ii) in the case of SARs, the price specified in the Grantee’s Award Agreement
as the reference price-per-share of a Share used to calculate the amount payable to the Grantee.

            (o) “ Excluded Entity ” means any of the following: (i) The Blackstone Group L.P. and any of its Affiliates including Blackstone
PB Capital Partners V L.P., Blackstone PB Capital Partners V Subsidiary L.L.C., Blackstone PB Capital Partners V-AC L.P., Blackstone
Family Investment Partnership V USS L.P., Blackstone Family Investment Partnership V-A USS SMD L.P., Blackstone Participation
Partnership V USS L.P. and their respective general partners, Blackstone Group Management L.L.C., Blackstone, Blackstone Management
Associates V USS L.L.C. and BCP V USS Side-by-Side GP L.L.C.; (ii) First Reserve Management, L.P. and any of its Affiliates, including FR
PBF Holdings LLC and FR PBF Holdings II LLC; (iii) the Company and any Persons of which a majority of the voting power of its voting
equity securities and equity interests is owned directly or indirectly by the Company; and (iv) any employee benefit plan (or trust forming a
part thereof) sponsored or maintained by any of the foregoing.

             (p) “ Fair Market Value ” means (i) if Shares of the Company are traded on a national securities exchange on any specified date, the
closing price at which one Share is traded on the stock exchange on which Shares are primarily traded, or (ii) if the Shares are not then traded
on a stock exchange, the average of the closing representative bid and asked price of a Share as reported by the principal securities exchange or
securities trading market on which the Shares are listed or approved for trading, but if no Shares were traded on such date, then on the last
previous date on which a Share was so traded, or, (iii) if none of the above are applicable, Fair Market Value shall be determined at the
discretion of the Committee; provided , however , such valuation method shall be in accordance with Section 409A, to the extent applicable.
The Committee may adopt a different methodology for determining Fair Market Value if necessary or advisable to secure any intended
favorable tax, legal or other treatment for the particular Award.

                                                                        5
              (q) “ Good Reason ” means the definition of “Good Reason” used in the Grantees’s then-effective employment agreement or other
service-related agreement with the Company (or any of its subsidiaries or Affiliates), or if the Grantee does not have an employment agreement
or other service-related agreement with the Company (or any of its subsidiaries or Affiliates) or such term is not defined therein, then Good
Reason shall exist in the event of, without the Grantee’s consent: (i) an adverse, material and sustained diminution of the Grantee’s duties,
(ii) the Company requiring a change in the location for performance of Grantees’s employment responsibilities hereunder to a location more
than 50 miles from the Grantees’s current employment location (not including ordinary travel during the regular course of employment), or
(iii) the failure of the Company or any of its Affiliates or subsidiaries to pay or cause to be paid the Grantee’s base salary or other compensation
or fees when due; provided, that prior to the Grantee’s termination of employment or other separation from service for Good Reason, the
Grantee must give written notice to the Company (or the Affiliate or subsidiary which employs him or 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.

           (r) “ Grantee ” means the recipient of an Award or grant under the Plan, including any employee, Director, consultant or other
service provider who is selected by the Committee to participate in the Plan, including any Person to whom one or more Awards have been
made and remain outstanding.

           (s) “ Group ” means “group,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

            (t) “ Incentive Stock Option ” means an option to purchase Shares under Section 5(d) of the Plan that is intended to qualify for
special federal income tax treatment pursuant to Sections 421 and 422 of the Code, or pursuant to a successor provision of the Code, and which
is so designated in the applicable Option Award Agreement. If an Option is intended to be an Incentive Stock Option, and, if for any reason
such Option (or portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or
portion thereof) shall be regarded as a Nonqualified Stock Option.

           (u) “ Nonqualified Stock Option ” means an Option to purchase Shares that is not an Incentive Stock Option.

           (v) “ Option ” means an option to purchase Shares granted under Section 5 of the Plan. Options may either be Incentive Stock
Options or Nonqualified Stock Options. An Option shall only be an Incentive Stock Option if it is so designated in the applicable Award
Agreement.

                                                                         6
           (w) “ Other Awards ” means Awards granted pursuant to Section 8 of the Plan.

              (x) “ Performance Goal ” means one or more standards established by the Committee in connection with any qualified
performance-based compensation, as described in Section 7 hereof. A Performance Goal shall be based upon one or more of the following
criteria: (i) consolidated income before or after taxes (including income before interest, taxes, depreciation and amortization); (ii) EBITDA;
(iii) adjusted EBITDA; (iv) operating income; (v) net income; (vi) net income and/or earnings per Share; (vii) book value per Share;
(viii) return on capital and/or equity; (ix) expense management; (x) return on investment; (xi) improvements in capital structure;
(xii) profitability of an identifiable business unit or product; (xiii) maintenance or improvement of profit margins; (xiv) stock price; (xv) market
share; (xvi) revenue or sales; (xvii) costs; (xviii) cash flow; (xix) working capital; (xx) multiple of invested capital; (xxi) total return;
(xxii) environmental, health and safety; (xxiii) operating performance; (xxiv) commercial optimization or (xxv) except for Awards granted to
any “covered employee” that are intended by the Company to be deductible by the Company under Section 162(m) of the Code and for which
the provision of one or more of the aforementioned Performance Goals would be required to preserve deductibility of compensation in respect
of such Award under Section 162(m), such other objective performance criteria as determined by the Committee in its sole discretion. The
foregoing criteria may relate to the Company, one or more of its Affiliates or one or more of its or their divisions or units, or any combination
of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any
combination thereof, all as the Committee shall determine. In addition, consistent with Section 162(m) of the Code (or any successor section
thereto), the Performance Goals may be calculated without regard to extraordinary items or accounting treatment that does not reflect
performance criteria. To the extent intended to comply with Section 162(m) of the Code, a Performance Goal shall be established by the
Committee within the first 90 days after the commencement of the period of service to which the Performance Goal relates or prior to the
expiration of 25% of the performance period as described in Section 7 (if earlier), and the attainment of the goal must be substantially uncertain
at the time the Committee establishes the goal.

           (y) “ Performance-Based Awards ” means Awards granted or transferred to a Grantee in accordance with Section 7 hereof.

           (z) “ Person ” means any “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

          (aa) “ Section 409A ” means Section 409A of the Code, as amended, and the regulations, rulings, notices or other guidance
promulgated thereunder.

           (bb) “ Share ” means a share of Class A common stock of the Company.

          (cc) “ Stockholders’ Agreement ” means that certain Stockholders’ Agreement by and among the Company and the Investor Parties
named therein (as the same may be amended, modified or supplemented from time to time).

                                                                         7
            (dd) “ Subsidiary ” means a subsidiary corporation, as defined in Section 424(f) of the Code, as amended, and the regulations,
rulings, notices or other guidance promulgated thereunder.

           (ee) “Stock Appreciation Right ” or “ SAR ” means a stock appreciation right granted pursuant to Section 6 the Plan.

     3. Administration of Plan .

            (a) Committee . The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to
any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “non-employee directors” within the
meaning of Rule 16b-3 under the Exchange Act, “independent directors” within the meaning of the New York Stock Exchange listed company
rules and “outside directors” within the meaning of Section 162(m) of the Code, to the extent any provisions or rules are applicable to the
Company or the Plan; provided , however , that the Board may, in its sole discretion, take any action designated to the Committee under the
Plan as it may deem necessary for the effective administration of the Plan.

            (b) Powers and Duties of the Committee . Subject to Section 12, the Committee shall have full power and authority to administer
and interpret the Plan, Awards granted under the Plan and each Award Agreement, including, without limitation, the power to (i) exercise all of
the powers granted to it under the Plan, (ii) construe, interpret and implement the Plan and any Award Agreement, (iii) prescribe, amend and
rescind rules and regulations relating to the Plan, including rules governing its own operations, (iv) make all determinations necessary or
advisable in administering the Plan, Awards and any Award Agreements, (v) correct any defect, supply any omission and reconcile any
inconsistency in the Plan, Awards or any Award Agreement, (vi) amend the Plan, Awards and any Award Agreement to reflect changes in
applicable law, (vii) determine from among those persons determined to be eligible for the Plan, the particular persons who will be Grantees,
when such Awards shall be granted and the terms of such Awards, including setting forth provisions with regard to vesting, (viii) grant Awards
under the Plan and determine the terms and conditions of such Awards, consistent with the express limitations of the Plan, (ix) delegate such
powers and authority to such persons as it deems appropriate, provided that any such delegation is consistent with applicable law and any
guidelines as may be established by the Board from time to time, and (x) waive any conditions under any Awards.

            (c) Outside Advisors to the Committee . The Committee may employ counsel, consultants, accountants, appraisers, brokers or other
persons at the expense of the Company. The Committee, the Company, and the officers or Directors of the Company shall be entitled to rely
upon the advice, opinions or valuations of any such persons.

            (d) Authority; Liability . All actions taken and all interpretations and determinations made by the Committee in good faith shall be
final, conclusive and binding upon all Grantees, the Company and all other interested persons. No member of the Committee shall be liable for
any action, determination or interpretation made in good faith with respect to the Plan or the Awards, and all members of the Committee shall
be fully protected by the Company with respect to any such action, determination or interpretation.

                                                                       8
     4. Awards .

            (a) General . From time to time, the Committee will determine the form, amounts, terms, conditions and limitations of Awards,
consistent with the terms of this Plan. The form, amount, terms, conditions and limitations of each Award under the Plan shall be set forth in an
Award Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan, which Award Agreement may
contain, among other things, provisions dealing with the treatment of Awards in the event of the termination of employment or service (as
applicable), disability or death of a Grantee. By accepting an Award, a Grantee thereby agrees that the Award shall be subject to all the terms
and provisions of the Plan and the applicable Award Agreement.

          (b) Forms of Award . An Award may be made by the Committee in the form of Options, SARs, Performance-Based Awards or
Other Awards that the Committee determines are consistent with the Plan and the interests of the Company as described further in Section 8
below.

            (c) Rights of Grantees . No Grantee (or other person having rights pursuant to an Award) shall have any of the rights of a
stockholder of the Company with respect to such Shares subject to an Award until the delivery of such Shares. Except as otherwise provided in
Section 11(a), no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash, Shares,
other securities or other property), or other events relating to, Shares subject to an Award for which the record date is prior to the date such
Shares are delivered.

            (d) Clawback . The Committee may, in its sole discretion, specify in an Award that the Grantee’s rights, payments and benefits with
respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in
addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to,
termination of employment or services for cause, termination of the Grantee’s provision of services to the Company or any of its subsidiaries,
breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Grantee, or restatement of the Company’s
financial statements to reflect adverse results from those previously released financial statements, as a consequence of errors, omissions, fraud,
or misconduct. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent
necessary to comply with applicable law.

     5. Options .

            (a) Grant . The Committee may grant Options in such amounts and subject to such terms and conditions as the Committee may
determine. The Award Agreement evidencing such Option shall include the option exercise period and the Exercise Price (which shall not be
less than 100% of the Fair Market Value of a Share on the date the Option is granted, other than

                                                                        9
in the case of Options granted in substitution of previously granted awards as described herein) and such other terms, conditions or restrictions
on the grant or exercise of the Option as the Committee deems appropriate. At the time of grant, the Committee shall designate in writing in the
applicable Award Agreement whether the Option is intended to be an Incentive Stock Option, and any Option not so designated shall be a
Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of the Shares
with respect to which Incentive Stock Options granted under the Plan and any other plans of the Company are first exercisable by a Grantee
during any calendar year shall exceed the maximum limit, if any, imposed from time to time under Section 422 of the Code, such Options or a
portion thereof shall be treated as Nonqualified Stock Options. No Incentive Stock Option may be granted to a person who is not eligible to
receive an Incentive Stock Option under the Code.

             (b) Term . In addition to other restrictions contained in the Plan, an Option described in this Section 5 may not be exercised more
than ten (10) years after the date it is granted. If the term of an Option (other than an Incentive Stock Option) would expire during a period
when trading in the Shares is prohibited or restricted by law or under the Company’s insider trading policy, and unless otherwise provided in an
applicable Award Agreement, the term of the Option will be extended automatically to the 30th day after expiration of the prohibition or
restriction to the extent such automatic extension would not cause the Option to become subject to Section 409A.

             (c) Exercise . Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or from time
to time any part, of the Shares for which it is then exercisable. For purposes of Section 5 of the Plan, the exercise date of an Option shall be the
later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to
the following sentence. Unless the Committee otherwise provides in the applicable Award Agreement, the Exercise Price for the Shares as to
which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Grantee by one or a combination
of the following: (i) in cash or its equivalent (e.g., by check), (ii) by transferring Shares to the Company having a Fair Market Value equal to
the aggregate Exercise Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee (such
as, for example, a requirement that such Shares have been held for six months if necessary to avoid adverse accounting consequences),
(iii) subject to such procedures as may be established by the Committee (A) if there is a public market for the Shares at such time, through the
delivery of irrevocable instructions to a broker to sell part or all of the Shares obtained upon the exercise of the Option and to deliver promptly
to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for the Shares being purchased and all
applicable withholding taxes (subject to Section 15 hereof), or (B) on a “net exercise” basis, by directing the Company to withhold from
delivery to the Grantee that number of whole Shares of the Company otherwise deliverable upon such exercise in an amount equal to the
aggregate Exercise Price for the Shares being purchased and all applicable withholding taxes (subject to Section 15 hereof); or (iv) such other
methods as the Committee may determine in its sole discretion. No Grantee shall have any rights to dividends or other rights of a shareholder
with respect to Shares subject to an Option until the Grantee has given written notice of exercise of the Option, the Grantee has paid in full for
such Shares and, if applicable, the Grantee has satisfied any other conditions imposed by the Committee pursuant to the Plan.

                                                                         10
            (d) Incentive Stock Options . Notwithstanding Sections 5(b) and 5(c), to the extent required under Section 422 of the Code, an
Incentive Stock Option granted to an individual who, at the time the Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of his employer corporation, parent or Subsidiary, (i) shall have an Exercise Price not
less than 110% of the Fair Market Value of a Share on the day on which the Option is granted and (ii) by its terms, shall not be exercisable after
the expiration of five (5) years from the date of grant.

             (e) Attestation . Wherever in this Plan or any Award Agreement a Grantee is permitted to pay the Exercise Price of an Option or
taxes relating to the exercise of an Option by delivering Shares, the Grantee may, subject to procedures satisfactory to the Committee, satisfy
such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as
exercised without further payment and shall withhold such number of Shares from the Shares acquired upon the exercise of the Option.

             (f) Repricing of Options . Notwithstanding any provision herein to the contrary, the repricing of an Option, once granted hereunder,
is prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other
action that has the same effect as any of the following): (i) changing the terms of an Option to lower the Exercise Price; (ii) any other action
that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in
exchange for another Award at a time when the Exercise Price is greater than the Fair Market Value of the underlying Shares, unless the
cancellation and exchange occurs in connection with an adjustment permitted under Section 11(a) below. Such cancellation and exchange
would be considered a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and
regardless of whether it is voluntary on the part of the Grantee.

     6. Stock Appreciation Rights (SARs) .

             (a) Grant . The Committee may grant SARs in such amounts and subject to such terms and conditions as the Committee may
determine.

            (b) Term . Outstanding exercisable SARs may be exercised in accordance with procedures established by the Committee (but,
subject to the applicable Award Agreement, may not be exercised earlier than the initial exercise date of such SAR). The Committee may from
time to time prescribe periods during which outstanding exercisable SARs shall not be exercisable; provided , that in no event shall a Stock
Appreciation Right be exercisable more than ten (10) years after the date it is granted, and, provided further that, unless otherwise provided in
an applicable Award Agreement, if the term of an SAR would expire during a period when trading in the Shares is prohibited or restricted by
law or under the Company’s insider trading policy, the term of the SAR will be extended automatically to the 30th day after expiration of the
prohibition or restriction to the extent such automatic extension would not cause the SAR to become subject to Section 409A.

                                                                       11
            (c) Exercise . The Exercise Price per Share of an SAR shall be an amount determined by the Committee but in no event shall such
amount be less than 100% of the Fair Market Value of a Share on the date the SAR is granted (other than in the case of an SAR granted in
substitution of previously granted awards). Unless otherwise determined by the Committee, or as otherwise provided in the applicable Award
Agreement, and except as provided in Section 11(a), upon exercise of an outstanding exercisable SAR, each SAR shall entitle a Grantee upon
exercise to an amount equal to (i) the excess of (a) the Fair Market Value of a Share (on the exercise date) over (b) the Exercise Price of such
SAR multiplied by (ii) the number of SARs exercised, and payment to the Grantee shall be made in Shares (valued at such Fair Market Value)
or in cash (or a combination of the two), as determined by the Committee. The Grantee shall be the beneficial owner and record holder of such
Shares properly credited on such date of delivery. SARs may be exercised from time to time upon actual receipt by the Company of written
notice of exercise stating the number of Shares with respect to which the SAR is being exercised. No fractional Shares will be issued in
payment for SARs, but instead cash will be paid in lieu thereof.

            (d) Repricing of SARs . Notwithstanding any provision herein to the contrary, the repricing of a SAR, once granted hereunder, is
prohibited without prior approval of the Company’s stockholders. For this purpose, a “repricing” means any of the following (or any other
action that has the same effect as any of the following): (i) changing the terms of a SAR to lower its Exercise Price; (ii) any other action that is
treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling a SAR in exchange for
another Award at a time when its exercise price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and
exchange occurs in connection with an adjustment permitted under Section 11(a) below. Such cancellation and exchange would be considered a
“repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting principles and regardless of whether it is
voluntary on the part of the Grantee.

     7. Performance-Based Awards .

            (a) Grant . The Company may grant to any Grantee Awards based on one or more Performance Goals (such Awards, “
Performance-Based Awards ”). Without limiting the application of Treasury regulation section 1.162-27(e)(2)(vi) as it may apply to any
Options or SARs, the Committee, in its sole discretion, may grant Performance-Based Awards which are denominated in Shares, cash, by
reference to Shares, or a combination thereof, which Awards may, but for the avoidance of doubt are not required to, be granted in a manner
which is intended to be deductible by the Company under Section 162(m) of the Code (or any successor section thereto). Such
Performance-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine. Performance-Based
Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee
shall determine to whom and when Performance-Based Awards will be made, the number of Shares or aggregate amount of cash to be awarded
under (or otherwise related to) such Performance-Based Awards, whether such Performance-Based Awards shall be settled in cash,

                                                                        12
Shares or a combination of cash and Shares, and all other terms and conditions of such Awards (including, without limitation, the vesting
provisions thereof, dividend and dividend equivalent rights, and provisions ensuring that all Shares so awarded and issued, to the extent
applicable, shall be fully paid and non-assessable). Notwithstanding the foregoing, except for grants to newly-hired Grantees,
Performance-Based Awards shall have a performance period of at least twelve months.

            (b) Satisfaction of Performance Goals . During any period when Section 162(m) of the Code is applicable to the Company and the
Plan (after giving effect to Treasury regulation section 1.162(m)-27(f)), such Awards granted to employees under this Plan that are intended to
qualify as qualified performance-based compensation under Section 162(m) of the Code, including Performance-Based Awards, shall be paid,
vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective Performance Goals established by
the Committee prior to the earlier to occur of (i) 90 days after the commencement of the period of service to which the Performance Goal
relates; and (ii) the lapse of 25% of the period of service (as scheduled in good faith at the time the goal is established), and in any event while
the outcome is substantially uncertain. The Committee must certify in writing that applicable Performance Goals and any of the material terms
thereof were, in fact, satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made shall be treated
as such written certification in a manner consistent with Section 162(m) of the Code and the regulations promulgated thereunder. The amount
of the Performance-Based Award actually paid to a given Grantee may be less than the amount determined by the applicable performance goal
formula, at the discretion of the Committee. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Awards
intended to qualify as qualified performance-based compensation made pursuant to this Plan shall be determined by the Committee.
Notwithstanding anything to the contrary contained herein, in no event may dividends and dividend equivalents that may be applicable to
Performance-Based Awards be paid until and to the extent such Award is earned and vested, upon satisfaction of applicable Performance
Goals.

     8. Other Awards .

             The Committee may grant other types of equity-based or equity-related Awards (including Awards of Shares, Awards of restricted
Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares) as well as
cash-based Awards in such amounts and subject to such terms and conditions as the Committee shall determine, including without limitation,
the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares), alone or in addition to any other
Awards granted under the Plan, upon the completion of a specified period of service, the occurrence of an event and/or the attainment of
performance objectives, or, in the case of an Other Award intended to comply with Section 162(m) of the Code, Performance Goals. Such
Awards may entail the transfer of actual Shares to Grantees, or payment in cash, or payment in cash in an amount based on the value of Shares,
and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than
the United States. Subject to the provisions of the Plan, the Committee shall determine to whom and when cash or Other Awards will be made,
the number of Shares to be awarded under (or

                                                                         13
otherwise related to) such Other Awards, whether such Other Awards shall be settled in cash, Shares or a combination of cash and Shares, and
all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and non-assessable).

     9. Shares Subject to the Plan; Limitations and Conditions .

             (a) Shares Available Under the Plan . Subject to adjustment as provided in Section 11(a), the total number of Shares which may be
delivered pursuant to Awards granted under the Plan on or after the Effective Date will be [            ]. Shares that may be delivered pursuant to
Awards may be authorized but unissued Shares or authorized and issued Shares held in the Company’s treasury or otherwise acquired for the
purposes of the Plan. If, after the Effective Date, any Award is forfeited, expires unexercised or otherwise terminates or is canceled without the
delivery of Shares, or Shares owned by a Grantee are tendered to pay the exercise price of any Award granted under the Plan, then the Shares
covered by such forfeited, expired, terminated or canceled Award or which are equal to the number of Shares surrendered, withheld or tendered
shall again become available for issuance pursuant to Awards granted or to be granted under this Plan. If an Award is settled for cash (in whole
in part) or otherwise does not result in the delivery or issuance of all or a portion of the Shares subject to such Award (including in connection
with the payment in Shares on the exercise of an SAR), such Shares shall to the extent of such cash settlement, immediately become available
for new Awards. Except as provided in this Section 9 or under the terms of any applicable Award Agreement, there shall be no limit on the
number or the value of Shares that may be subject to Awards to any individual under the Plan and there shall be no limit on the amount of cash,
securities, other than Shares hereunder as adjusted as provided Section 11(a) hereof, or other property that may be delivered pursuant to any
Award.

             (b) Assumption or Substitution of Previous Awards . Awards may, in the discretion of the Committee, be made under the Plan in
assumption of, or in substitution for, outstanding awards of a company acquired by the Company or any of its subsidiaries or with which the
Company or any of its subsidiaries combines. Any Shares (i) delivered by the Company, (ii) with respect to which Awards are made hereunder
and (iii) with respect to which the Company (or any Affiliate) becomes obligated to make Awards, in each case through the assumption of, or
in substitution for, outstanding Awards previously granted by an acquired entity or an entity with which the Company or any of its subsidiaries
combines, shall not count against the Shares available to be delivered pursuant to Awards under this Plan. In addition, in the event that a
company acquired by the Company or any of its subsidiaries or with which the Company or any of its subsidiaries combines has shares
available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares
available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other
adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of
common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares
authorized for issuance; provided that Awards using such available shares shall not be made after the date awards or grants could have been
made under the terms of the pre-existing plan, absent the acquisition or combination.

                                                                        14
           (c) Shares Available for Incentive Stock Options . Notwithstanding the foregoing, but subject to adjustment as provided in
Section 11(a), no more than [        ] Shares that can be delivered under the Plan shall be deliverable pursuant to the exercise of Incentive
Stock Options.

            (d) Shares Available Per Individual . Subject to adjustment as provided in Section 11(a), the maximum number of Shares with
respect to which Options or SARs may be granted to an individual Grantee in any fiscal year of the Company shall be [        ].

            (e) Performance-Based Award Limitation . Subject to adjustment as provided in Section 11(a), (i) the maximum number of Shares
that may be delivered in respect of Performance-Based Awards denominated in Shares to any individual Grantee for a single fiscal year during
an applicable performance period (or with respect to each single fiscal year in the event a performance period extends beyond a single fiscal
year) shall be [        ], or in the event such Performance-Based Award is paid in cash, other securities, other Awards or other property, no
more than the Fair Market Value of such Shares on the last day of the performance period to which such Award relates; and (ii) the maximum
amount that can be paid to any individual Grantee for a single fiscal year during an applicable performance period (or with respect to each
single fiscal year in the event a performance period extends beyond a single fiscal year) pursuant to a Performance-Based or Other Award
denominated in cash shall be $[insert limit].

          (f) Expiration of Plan . No Awards shall be granted under the Plan beyond ten (10) years after the Effective Date of the Plan, but the
terms of Awards made on or before the expiration of the Plan may extend beyond such expiration date. At the time an Award is made or
amended or the terms or conditions of an Award are changed in accordance with the terms of the Plan or the Award Agreement, the Committee
may provide for limitations or conditions on such Award.

            (g) Anti-alienation . No Awards shall, prior to vesting and delivery thereof to the Grantee, be in any manner liable for or subject to
the debts, contracts, liabilities, engagements, or torts of the Grantee.

             (h) Nontransferability of Awards . Unless otherwise determined by the Committee, an Award shall not be transferable or assignable
by the Grantee other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Grantee may be
exercised by his legatees, personal representative, or distributees. Except as otherwise determined by the Committee, no exercise of any Award
may be made during a Grantee’s lifetime by anyone other than the Grantee, except by a legal representative appointed for or by the Grantee;
provided, however, that, subject to such limits as the Committee may establish, the Committee, in its discretion, may allow the Grantee to
transfer an Award 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 9(h) shall be void, and shall not be recognized by the Company. All of the terms and conditions of this
Plan and the applicable Award Agreements shall be binding upon any permitted successors and assigns.

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             (i) No Effect on other Benefits . Absent express provisions to the contrary, any Award under this Plan shall not be deemed
compensation for purposes of computing benefits or contributions under any retirement or severance plan of the Company or its Affiliates and
shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of
benefits is related to the level of compensation.

           (j) Notice of Disposition of Shares . If any Grantee shall make any disposition of Shares delivered pursuant to the exercise of an
Incentive Stock Option under the circumstances described under Section 421(b) of the Code (relating to certain disqualifying dispositions),
such Grantee shall timely notify the Company of such disposition.

     10. Transfers; Leaves of Absence; Separation from Service .

           For purposes of the Plan and any Award Agreement, unless the Committee determines otherwise: (i) a transfer of a Grantee’s
employment without an intervening period of separation among the Company and any of its Affiliates shall not be deemed a termination of
employment, and (ii) a Grantee who is awarded in writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed
to have remained in the employ of the Company (and any of its Affiliates) during such leave of absence. In the case of an Award subject to
Section 409A, no termination of employment or the other provision of service shall be deemed a termination from employment unless it is a
“separation from service” under Section 409A.

     11. Adjustments and Other Corporate Events .

            (a) Generally . In the event of any equity split, spin off, equity distribution or dividend (other than regular cash dividends or
distributions), equity combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, consolidation or similar
event that the Committee determines in its sole discretion affects the capitalization of the Company (and without liability to any Person), the
Committee shall adjust appropriately (i) the number and kind of Shares (or other securities) subject to the Plan, as set forth in Section 9 hereof,
and available for or covered by Awards and (ii) Share prices related to outstanding Awards, and make such other revisions or substitutions to
outstanding Awards, in each case, as it deems, in good faith, are equitably required (including, without limitation, to the Exercise Price of
Options and SARs) to prevent dilution or enlargement of rights granted hereunder; provided that any adjustment will be in accordance with
Section 409A, to the extent applicable, so as not to cause a modification or deemed new grant of award.

           (b) Upon Change in Control .
                (i) Unless otherwise provided for by the Committee in the applicable Award Agreement or otherwise determined at any time
     by the Committee in its sole discretion, upon a termination of employment or service of a Grantee within twenty four (24) months of the
     occurrence of a Change in Control that occurs while the Grantee was

                                                                        16
     still employed by, or in the service of, the Company and/or any of its Affiliates (A) by the Company or any of its Affiliates other than for
     Cause or (B) by the Grantee for Good Reason, all of the Grantee’s Awards which have not at such time become vested, delivered, or
     exercisable, or otherwise remain subject to lapse restrictions, shall immediately become vested, delivered and exercisable or no longer
     subject to lapse restrictions, as may be applicable.
                 (ii) In the event of a Change in Control after the Effective Date of the Plan, the Committee may (subject to Section 14), in its
     sole discretion, either (alone or in combination): (A) cancel such Awards for fair consideration (as determined in the sole discretion of the
     Committee) which, in the case of Options and SARs shall equal the excess, if any, of the value of the consideration to be paid in the
     Change in Control transaction to holders of the same number of Shares subject to such Options or SARs (or, if no consideration is paid in
     any such transaction, the Fair Market Value of the Shares subject to such Options or SARs) over the aggregate Exercise Price of such
     Options or SARs; (B) provide for the assumption of such Awards or the issuance of substitute Awards that will substantially preserve the
     otherwise applicable terms of any affected Awards previously granted hereunder, including any applicable vesting conditions or
     (C) provide that for a period of at least 15 days prior to the Change in Control, such Awards shall be exercisable as to all Shares subject
     thereto, and that upon the occurrence of the Change in Control, such Awards shall terminate and be of no further force and effect. For the
     avoidance of doubt, pursuant to clause (A) above, the Committee may cancel Options and SARs for no consideration if the aggregate Fair
     Market Value of the Shares subject to such Options or SARs is less than or equal to the aggregate Exercise Price of such Options or
     exercise price of such SARs.

     12. Amendment and Termination of Plan and Awards .

            (a) Amendment of Awards . The Committee shall have the authority to make such amendments to any outstanding Awards as are
consistent with this Plan provided that no such action shall modify any Award in a manner adverse in any material respect to the Grantee
without the Grantee’s consent except as such modification is provided for or contemplated in the terms of the Award or this Plan (including, for
the avoidance of doubt, pursuant to Section 11 hereof).

             (b) Amendment, Suspension or Termination of Plan . The Board may amend, suspend or terminate the Plan except that no such
action, other than an action under Section 11 hereof, may be taken which would, without stockholder approval to the extent required by law, or
to the extent necessary to comply with the performance-based compensation section under Section 162(m) of the Code as described in
Section 12(c) below, increase the aggregate number of Shares available for Awards under the Plan, decrease the price of outstanding Awards
(subject to the limitations of Sections 5(f) and 6(d) hereunder), change the requirements relating to the Committee as set forth in Section 3
hereof, or extend the term of the Plan.

         (c) Section 162(m) . Unless otherwise determined by the Board, stockholder approval of any suspension, discontinuance, revision or
amendment shall be obtained only to the

                                                                       17
extent necessary to comply with any applicable law, rule, or regulation; provided , however , if and to the extent the Board determines that it is
appropriate for Awards to constitute performance-based compensation within the meaning of Section 162(m)(4)(C) of the Code, no amendment
that would require stockholder approval in order for amounts paid pursuant to the Plan to constitute performance based compensation within
the meaning of Section 162(m)(4)(C) of the Code shall be effective without the approval of the stockholders of the Company as required by
Section 162(m) of the Code and the regulations thereunder, and, if and to the extent the Committee determines it is appropriate for the Plan to
comply with the provisions of Section 422 of the Code, no amendment that would require stockholder approval under Section 422 of the Code
shall be effective without the approval of the stockholders of the Company.

     13. Governing Law; Foreign Awards .

             (a) Law . This Plan shall be governed in all respects by the laws of the State of Delaware without giving effect to the principal of
conflict of laws.

           (b) Foreign Awards . The Committee may make Awards to employees, non-employee members of the Board, consultants, or other
persons having a relationship with the Company or any of its Affiliates who are subject to the laws of jurisdictions other than those of the
United States, which Awards may have terms and conditions that differ from the terms thereof as provided elsewhere in the Plan for the
purpose of complying with non-US laws or otherwise as deemed to be necessary or desirable by the Committee.

     14. Conformity to Section 409A .

            It is intended that all Awards under this Plan and any Award Agreement either be exempt from or avoid taxation under
Section 409A. All Options or other similar Awards that are granted with an Exercise Price shall be granted with an exercise price such that the
Award would not constitute deferred compensation under Section 409A or shall otherwise be structured to avoid taxation under Section 409A.
Any ambiguity in this Plan and any Award Agreement shall be interpreted to 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 Plan
and any Award 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 termination of
employment, any payments under this Plan or any Award 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 termination of employment. The Committee shall use commercially reasonable efforts to implement the provisions of this
Section 14 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 Grantees with respect to this Section 14.

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      15. Withholding Taxes .

            If the Company and/or any Affiliate shall be required to withhold any amounts by reason of any Federal, State, local or foreign tax
rules or regulations in respect of any Award (including, without limitation, FICA tax), the Company and/or any Affiliate shall be entitled to
take such action as it deems appropriate in order to ensure compliance with such withholding requirements. The Company or any of its
Affiliates shall have the right, at its option, to (i) require the Grantee (or the Grantee’s permitted transferee under Section 9(h), as applicable) to
pay or provide for payment of the amount of any taxes which the Company or any of its Affiliates may be required to withhold with respect to
such Award, (ii) deduct or withhold (or cause to be deducted or withheld) from any amount otherwise payable (whether related to the Award or
otherwise) to the Grantee (or the Grantee’s transferee, as applicable and where otherwise permitted under the Plan) the amount of any taxes
which the Company or any of its Affiliates may be required to withhold with respect to such Award, or (iii) if the Committee determines, to
withhold Shares with a Fair Market Value of the minimum amount of any taxes which the Company or any of its Affiliates may be required to
withhold with respect to such Award, or (iv) enter into with the Grantee any such other suitable arrangements approved by the Committee. In
no event will Shares be withheld at Fair Market Value in excess of the minimum statutory withholding rate. Notwithstanding anything
contained herein to the contrary, Fair Market Value for this purpose shall be determined as of the date on which the amount of tax to be
withheld is determined (and the Company may cause any fractional Share to be settled in cash).

      16. Effective Date .

           (a) Shareholder approval will be obtained prior to initial public offering and in conjunction with Board approval. Upon such
shareholder approval, the Plan shall be effective as of the Effective Date.

      17. Miscellaneous .

            (a) ERISA . This Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

            (b) No Right of Employment or Service . Nothing contained herein, in an Award Agreement or in an Award shall confer on any
employee, Director or consultant any right to be continued in the employ or service of the Company and/or any Affiliates, constitute any
contract or agreement of employment or other service or affect an employee’s status as an at-will employee, nor shall anything contained
herein, in any Award Agreement or an Award affect any rights which the Company and/or its Affiliates may have to change a person’s
compensation or other benefits or terminate such person’s employment or association with the Company and/or its Affiliates for any reason
(with or without cause, with or without compensation) at any time.

            (c) Certificates . All certificates, if any, evidencing Shares or other securities of the Company delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission or other applicable governmental
authority, any stock exchange or market upon

                                                                          19
which such securities are then listed, admitted or quoted, as applicable, and any applicable Federal, state or any other applicable laws, and the
Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

            (d) Funding . Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific
assets of the Company or any of its Affiliates, nor shall any assets of the Company or any of its Affiliates be designated as attributable or
allocated to the satisfaction of the Company’s obligations under the Plan.

            (e) Non-Uniform Determinations . The Committee’s determinations under the Plan need not be uniform and may be made by it
selectively among persons who receive or are eligible to receive Awards (whether or not such persons are similarly situated). Without limiting
the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to
enter into non-uniform and selective Award Agreements, as to the persons to receive Awards under the Plan and the terms and provisions of
Awards under the Plan.

            (f) 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 Plan 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.

            (g) Severability; Entire Agreement . In the event any provision of the Plan or any Award Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the
remaining provisions of the Plan and such Award Agreement and such illegal, invalid or unenforceable provision shall be deemed modified as
if such provision had not been included.

            (h) Survival of Terms; Conflicts . The provisions of the Plan shall survive the termination of the Plan to the extent consistent with,
or necessary to carry out, the purposes thereof. Each Award Agreement remains subject to the terms of the Plan, however, in the event of any
conflict between specific provisions of the Plan and an Award Agreement, the Plan shall control, except where the terms of the Award
Agreement are more restrictive than the terms of the Plan.

             (i) Arbitration . Any dispute with regard to the enforcement of this Plan and any Award Agreement hereunder shall be exclusively
resolved by a single experienced arbitrator 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 National Rules for the Resolution of Employment Disputes rules of
the AAA with the arbitrator applying the substantive law of the State of Delaware as provided for under Section 13(a) 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.

December [    ], 201

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