Letter Agreement between C. Erik Young and PBF Investments LLC dated November 29, 2022

I am acknowledging receipt of your notice pursuant to the Employment Agreement dated as of April 1, 2014 by and between you and PBF Investments LLC (the “Employment Agreement”) that you are resigning your employment with PBF Investments LLC (the “Company”), its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the  “PBF Companies”) in order to pursue other opportunities.  We wish you well in your future endeavors and this letter agreement sets forth the complete terms under which your employment with the PBF Companies will end and the Employment Agreement, except as expressly provided herein, shall cease to be in effect.

Please sign and date in the space below to accept the terms of this letter agreement and the end of your employment with the PBF Companies and return the executed letter agreement to me for the Company's files. If you have any questions, please let me know.

IN WITNESS WHEREOF, the undersigned has signed and executed this letter agreement on the date set forth below as an expression of his intent to be bound by the foregoing terms of this letter agreement.

This Consulting Services Agreement (“Agreement”) is effective the 20th day of December, 2022 (the “Effective Date”) between Charles Erik Young (“Contractor”) and PBF Investments LLC (“Company”) in accordance with the following terms and conditions.

1.   Services. Contractor shall perform consulting services (“Services”) related to transition services related to Contractor's former duties as an employee of Company and its affiliates, any Services incident thereto and any other Service reasonably requested by Company from time to time during the term of this Agreement and agreed to by Contractor. Contractor shall notify Company in the event that Contractor accepts employment or enters into consulting agreement with a third party.  Contractor will report to a representative designated by Company. The schedule of the performance of the Services shall be as reasonably agreed by Contractor and Company.

2.  Fees. Contractor's compensation for the Services shall be a daily rate of $3,000 for days actually engaged in performing Services, with partial days prorated. When travel is required away from Contractor's home office, days worked shall include travel time to and from the job site. Such compensation is inclusive of all taxes, wages, costs of any type and profit that are incidental to Contractor's performance of the Services unless applicable law specifically provides for direct payment by Company. Contractor shall be reimbursed for direct out of pocket costs, without markup, that are incurred to third party vendors for goods and services necessary for Contractor to perform the Services in accordance with Company's Travel and Expense Policy.  Contractor shall be reimbursed for direct out of pocket costs, without markup, for airfare while traveling for Company. Reimbursement for air travel shall be at business class rates for flights or at first class rates for international travel. Contractor shall be reimbursed for all reasonable and customary travel expenses actually incurred in the performance of the Services for Company in accordance with Company's Travel and Expense Policy.

3.     Term. This Agreement shall be in effect from the Effective Date to December 21, 2024 (the “Initial Term”) and shall continue thereafter on a thirty-day (30) evergreen basis. Either party, at any time and for any reason or for no reason at all, may terminate the Services, in whole or in part, after the Initial Term by the giving of written notice to the other party and this Agreement shall terminate effective as of the date designated in such notice (the  “Termination Date”).  Notwithstanding the foregoing, Company shall have the right to terminate this Agreement in connection with any breach of Section 3 of that certain letter agreement between Contractor and Company dated November 29, 2022.  For purposes of the PBF Energy Inc. Amended and Restated 2017 Equity Incentive Plan (including the predecessor plans thereto, collectively, the “Plans”) pursuant to which Contractor previously received stock option awards, Contractor shall be considered to be “rendering services “ to PBF Energy Inc. and Contractor's stock option awards under the Plans that are not vested as of the Effective Date (the “Unvested Awards”) shall continue to vest in accordance with the terms of the related stock option agreements and such Plans until the day prior to the Termination Date. Effective upon the Termination Date, all of Contractor's remaining Unvested Awards shall be cancelled.

4.     Billing. During the performance of the Services, Contractor shall, at the end of each month, submit a statement for fees and expenses due hereunder for Services performed during the month to Company at the following address: PBF Investments LLC, 1 Sylvan Way, 2nd floor, Parsippany, NJ 07054-3887, Attention: Chief Executive Officer.  The statement shall refer to this Agreement, describe the services performed and the time incurred and shall include a copy of receipted vendors' invoices or other supporting detail for authorized reimbursable charges, if any. Company shall pay the amount due within thirty (30) days of receipt of the statement and supporting documents. Company may from time to time and at any time within two years of the termination of this Agreement make an audit of all of Contractor's records related to the Services.

5.       Confidential Information.  During the performance of work under this Agreement, it may be necessary for Company to make available to Contractor confidential information. Contractor agrees to use all such information solely for the performance of work under this Agreement and to hold all such information in confidence and not to disclose same to any third party without the prior written consent of Company. Likewise, Contractor agrees that all information developed in connection with the work under this Agreement shall be used solely for the performance of work under this Agreement and shall be held in confidence and not disclosed to any third party without the prior written consent of Company. Contractor agrees to sign a separate Confidentiality Agreement(s) with Company if reasonably requested related to the Services.

6.  Limitation of Liability.  Company shall waive any claim against Contractor, and to the extent Contractor assigns this Agreement pursuant to Section 8(e) below, Contractor Entity (as defined below) and its  affiliates and the agents and employees of any of them, from and against any and all loss, damage, injury, liability and claims thereof for injury to or death of Company (including an employee of Company) or for loss of or damage to Company's property, resulting from Contractor's performance of this Agreement, whether or not Contractor was or is claimed to be concurrently or contributorily negligent, and regardless of whether liability without fault is imposed or sought to be imposed on Company. Contractor shall waive any claim against Company, its parent, subsidiaries and affiliates and the agents and employees of any of them, from and against any and all loss, damage, injury, liability and claims thereof for injury to or death of Contractor (including an employee of Contractor) or for loss of or damage to Contractor's property, resulting from Company's performance of this Agreement, whether or not Company was or is claimed to be concurrently or contributorily negligent, and regardless of whether liability without fault is imposed or sought to be imposed on the Contractor. To the extent permitted by applicable law, any statutory remedies inconsistent with these terms are waived by Company and Contractor. Neither Company nor Contractor, nor their respective officers, directors, employees, consultants, or agents, shall be liable hereunder to the other in any action or claim for consequential, punitive, or special damages including, but not limited to loss of profit, loss of use, and loss of revenue. To the extent permitted by applicable law, any statutory remedies inconsistent with these terms are waived by Company and Contractor.

7.  Independent Contractor.  In performance of this Agreement, Contractor is an independent contractor and nothing in this Agreement or any other communication on this subject shall in any way imply that Contractor is an employee, agent, or representative of Company. Contractor is not authorized to make decisions for Company or bind Company. Although Company will specify the general nature of the Services and the goals to be met, the details of performing the Services and meeting the goals shall be determined by Contractor in Contractor's sole discretion. Company shall have the right to inspect and observe the performance of Services at all reasonable times. Contractor will not be eligible to participate in any employee benefit plans or programs which Company maintains or to which Company makes contributions. Contractor will not be entitled to any benefits from any employee benefit plans which Company maintains. No Social Security nor unemployment insurance taxes are payable by Company on behalf of Contractor under this Agreement. Contractor agrees to pay on a timely basis all taxes due in respect to payments under this Agreement. This section shall survive the expiration, termination, or cancellation of this Agreement.

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 April 1, 2014 (the “Employment Agreement”). You have 21 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 21-day period, you are not to sign it prior to November 29, 2022.

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 Section 2 of the letter agreement between you and the Company dated November 29, 2022 (the “Letter Agreement”) provided that you 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 the Letter Agreement 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 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 attorney’s 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.