Common use of Position Clause in Contracts

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.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer 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.

Position. (a) At During the start period commencing on the Hire Date and ending on June 30, 2015, Executive shall serve as CEO-Designate of each of the Company, Toys “R” Us – Delaware, Inc. and any other indirect subsidiaries of the Company that the board of directors of the Company (the “Board”) designates (such entities collectively referred to as the “TRU Group”), and shall provide certain transition and advisory services from his home in Michigan as may be reasonably requested by the Board. Commencing on July 1, 2015 and during the remainder of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Executive Officer of each entity of the Company TRU Group, and its direct shall have the duties and indirect parents (including PBF Energy Inc.), subsidiaries authority commensurate with the position of chief executive officer of a company of similar size and affiliates (collectively, nature to that of the “PBF Companies”) TRU Group and such additional duties and authority commensurate with Executive’s position as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined may be assigned by the Board and the board of Directors directors of PBF Energy Inc. each subsidiary of the Company, as applicable (the each, a “Subsidiary 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 During the Employment Term, he Executive shall report solely to the Board and each Subsidiary Board, as applicable, and commencing on July 1, 2015, shall serve as the Chairman of the Board and each Subsidiary Board, as applicable. Commencing on July 1, 2015, Executive shall be based at the Company’s headquarters in Wayne, New Jersey, except for business travel as may spend a significant amount be reasonably required in the performance 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 workExecutive’s duties. (b) During the Employment Term, Executive will devote substantially all of Executive’s business time to the performance of Executive’s duties hereunder and will use Executive’s reasonable best efforts to promote the interests of the Company. Notwithstanding the foregoing, Executive shall devote an appropriate amount of time and energy be permitted to the business and affairs (i) continue to serve as a member 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 board of any directors 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 set forth on Schedule A hereto, (ii) engage in charitable, civic or other non-business activities and to serve as to which a member of the Board may from time to time consentboard of directors of not-for-profit organizations, and (iii) with the prior consent of the Board, which consent shall not be unreasonably withheld, delayed or conditionedserve as a member of the board of directors of other for-profit companies that do not compete with the TRU Group, so long as all such service does activities described in clauses (ii) and (iii) above (but not clause (i) above) do not materially interfere with the performance of Executive’s obligations hereunder or violate Sections 9 duties and 10 hereofresponsibilities under this Agreement. For the avoidance of doubt, the parties agree that the activities described in clause (i) above do not interfere with the performance of Executive’s duties and responsibilities under this Agreement.

Position. (a) At The Company agrees to employ Executive in the start position of the Employment Term, Chief Executive Officer. Executive shall serve as and perform 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 duties which may from time to time be assigned to him by the Company’s 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 agrees to serve as Chief Executive Officer and agrees that he will devote an appropriate amount his best efforts and all of his business time and energy attention to all facets of the business and affairs of the PBF Companies Company and shall not be engaged in any other business activitywill faithfully and diligently carry out the duties of these positions; provided, whether however, that Executive may participate on the Board of Directors for Corus Bankshares, Inc. and the Advisory Board for AlphaConnect (or not such business activity is pursued for gainits affiliates), profit so long as neither entity beneficially owns 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 disposes of or manner that will not require Executive’s services acquires beneficial ownership in the operation stock of any a Competitor or operates a Competitor, as defined in Section 8(b)(i) below, and so long as such participation does not interfere with the performance of the companies in which such investments are madehis duties hereunder. Executive may also serve on boards of directors and other positions agrees to comply with non-profit and for-profit organizations as to which the Board may all Company policies in effect from time to time consenttime, which and to comply with all laws, rules and regulations applicable to the Company, including, but not limited to, those established by the Department of Insurance, the Securities and Exchange Commission, or any self-regulatory organization having jurisdiction or authority over Executive or the Company. (c) Executive will serve on the Company’s Board of Directors (“Board”), at the continuing discretion of the stockholders, during the Term of this Agreement. Further and upon request by the Board of the Company and consent by Executive, Executive shall serve as a Director of any and all of Company’s subsidiaries, provided, however, such consent shall not be unreasonably withheld. (d) Executive agrees to travel as necessary to perform his duties under this Agreement. (e) The Company, delayed in its sole discretion, may require that Executive be designated an employee of one or conditionedmore of the Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement and shall not otherwise affect any of the rights or responsibilities of the Company or Executive hereunder, so long as such service does including, but not materially interfere with limited to, Executive’s obligations hereunder or violate Sections 9 and 10 hereoflevel of compensation. Notwithstanding the foregoing, the Company shall not be entitled to redesignate Executive’s employment as contemplated in this Section, if such redesignation would preclude him from being represented in all public filings as the Chief Executive Officer of the Company. (f) The position of Chief Executive Officer shall be located at the Company’s administrative offices, presently located in Chicago, Illinois.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer Managing Director 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 AgreementPartnership. In such positions, Executive shall have the authority commensurate with such duties positions and authority that are customary for those positions of companies such duties, commensurate with such positions, as shall be determined from time to time by the co-Chief Executive Officers of the sizeEmployer (the “co-CEOs”), type and nature of Executive shall report directly to the Companyco-CEOs. Executive acknowledges that Also 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 serve, to the business and affairs extent elected, as the Co-Chairman 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 Board of Directors of the Company consents to Executive’s involvement in such business activity in writing(the “Board). In addition, this restriction shall not be construed Executive will serve as preventing CEO of the Company’s principal Mexican operating subsidiary, it being understood that he will have the authority and responsibilities of a Senior Managing Director within the Employer organization and will report to the Co-CEOs. b. During the Employment Term, Executive from investing his assets in a form or manner that will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not require engage in any other business, profession or occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive (w) from managing Executive’s services personal investments, (x) from being employed part-time at an academic institution on the terms described in the operation Schedule A hereto, (y) from continuing to serve on any board of directors, or as trustee, of any business corporation or any charitable organization on which Executive serves as of the companies in Effective Date and which such investments are made. Executive may also serve on boards have been previously disclosed to the Employer and (z) subject to the prior approval 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 from accepting appointment to or conditionedcontinuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, so long as and in the aggregate, that such service does activities do not conflict or materially interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 8 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and 10 hereof.the Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer 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.

Position. (a) At the start of the Employment Term, Executive shall You will serve as the Senior Vice PresidentCompany’s Chief Executive Officer (the “CEO”) and report to, Chief Financial Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectivelyonly to, the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by the Company’s 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 You shall have such duties all of the duties, responsibilities and authority that are customary for those positions of companies of commensurate with the sizeposition in similar type companies. All employees shall report to you or your designee. It is understood and agreed that, type and nature of while you render services to 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 you 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 engage in any other business activityemployment, whether or not such business activity is pursued for gain, profit consulting or other pecuniary advantagebusiness activities (whether full-time or part-time), unless you first obtain the Company consents to ExecutiveBoard’s involvement approval. Those activities in such business activity in writing. In addition, this restriction shall not be construed which you participate 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 date of hereof and that have been disclosed in which such investments writing to the undersigned are madehereby approved. Executive It is understood and agreed that you may also serve on other boards but only if such outside board service does not present a conflict or potential conflict of directors interest as determined by the Board in good faith. Those outside boards on which you serve as of the date hereof and that have been disclosed in writing to the undersigned are hereby approved. You also may engage in religious, charitable 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, community activities so long as such service does activities do not materially interfere or conflict with Executiveyour obligations to the Company. The time commitments to outside boards and other activities have been discussed by you with the Board and are hereby approved. While you are employed as the CEO, you shall serve on and after January 1, 2014 as a member of the Board; provided that prior to that date you shall have an observer status on the Board. Upon the ending of your employment, you shall immediately resign from the Board as well as from any other position(s) to which you were elected or appointed in connection with your position as CEO; provided that if you are entitled to a Board seat after the ending of your employment pursuant to your equity position in the Company as of your date of termination, you shall not be required to resign from the Board solely because of the ending of your employment. You will be entitled to indemnification protection and directors’ and officers’ liability insurance coverage, including with respect to advancement of attorneys’ fees and associated costs, in to the same extent that such protection is provided to the Company’s obligations hereunder or violate Sections 9 and 10 hereofother directors and/or senior executives.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Executive Vice President, Chief Financial Officer 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.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial 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.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice PresidentChairman of the Board and the Chief Executive Officer of each of the Company, Chief Financial Officer Toys “R” Us – Delaware, Inc. and any other indirect Subsidiaries that 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”) designates (such entities collectively referred to as the “TRU Group”), 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 as determined by the Board and the board of companies directors of each Subsidiary, as applicable (each, a “Subsidiary Board”) and commensurate with the position of the size, type Chairman of the Board and the Chief Executive Officer of a company of similar size and nature to that of the CompanyTRU Group. During the Employment Term, the Executive acknowledges shall report solely to the Board and each Subsidiary Board, as applicable, and shall serve as the Chairman of the Board and each Subsidiary Board, as applicable. b. During the Employment Term, Executive will devote Executive’s full business time and reasonable best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere in any material respect with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive from continuing to serve on any board of directors or trustees, advisory board or government commission which is listed on Exhibit A attached hereto, or, subject to the prior approval of the Board, from accepting appointment to serve on any board of directors or trustees of any business corporation or any charitable organization; and provided, further that, the Company understands that Executive will be traveling to the Minneapolis, Minnesota area many weekends during the Employment Term; provided in each case in the aggregate, he may spend a significant amount that such activities do not conflict or interfere with the performance 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 duties hereunder or violate Sections 9 and 10 hereofconflict with Section 8.

Position. (ai) At the start of the Employment Term, The Executive shall serve be employed by the Company as the Senior Vice President, President and Chief Financial Executive Officer of each of Holdings and Xxxxx Xxxxx or in such higher capacity as agreed by the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupationExecutive. The Executive shall also serve in such positions for be the PBF Companies as determined by highest ranking officer of the Company, shall report only to the Board of Directors of PBF Energy Inc. Holdings (the “"Board”"), provided howeverand shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity. Subject to the terms of Holding's Compensation Committee Charter, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have such duties the authority to (x) hire, promote, demote, discipline and authority that are customary for those positions of companies of the size, type and nature fire all other senior executive officers of the Company. Executive acknowledges that during , (y) other than with respect to himself, make recommendations with respect to the Employment Termtotal compensation payable to such executive officers, he either categorically or on an individualized basis, as may spend a significant amount be appropriate, and (z) determine the total compensation payable to each such executive officer other than any performance-based compensation payable to named executive officers (which such performance-based compensation would not be deductible by the Company under Section 162(m) of his time traveling for purposes the Internal Revenue Code of Company business. Executive acknowledges that 1986, as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding amended (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 "Code") if determined by anyone other than the remuneration of any extra hours or weekend workCompany's outside directors). (bii) During the Term, the Company agrees to use its best efforts to nominate the Executive shall devote an appropriate amount for election to both the Board and the board of time directors of Xxxxx Xxxxx (the "Xxxxx Xxxxx Board"), and energy to any executive committee of the Board or the Xxxxx Xxxxx Board, as applicable, and to use its best efforts to cause Executive to be elected to the business Board and affairs to the Xxxxx Xxxxx Board (and to any corresponding executive committee) at each applicable annual meeting of stockholders during his employment hereunder at which Executive's applicable director term comes up for election. Executive agrees to serve on the Board and on the Xxxxx Xxxxx Board if elected, in each case without additional compensation. The Executive also shall, to the extent appointed or elected, serve as a director, or as a member of any committee, of the PBF Companies and shall not be engaged in any other business activity, whether board (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 equivalent bodies in a form non-corporate subsidiary or manner that will not require Executive’s services in the operation affiliate) of any of the companies Company's subsidiaries or affiliates (including Xxxxx Xxxxx) and as an officer or employee (in which a capacity commensurate with his position with the Company) of any such investments are madesubsidiaries or affiliates, in all cases without additional compensation or benefits. Executive may also serve on boards of directors and other positions with non-profit and for-profit organizations as Any compensation paid to which the Board may Executive, or benefits provided to the Executive, in such capacities shall be credited against amounts due hereunder 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 hereofthe Company.

Position. (a) At the start of the Employment TermDuring Executive's employment hereunder, Executive shall serve as the Senior Vice President, Chairman and Chief Financial Executive Officer of the Operating Company and its direct Chairman, President and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, Chief Executive Officer of 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 AgreementParent. In such positions, Executive shall have the customary powers, responsibilities and authorities of officers in such duties and authority that are customary for those positions of companies corporations of the size, type and nature of the CompanyOperating Company and the Parent, respectively, in each case as it exists from time to time. Executive acknowledges that shall perform such duties and exercise such powers commensurate with his positions as shall be determined from time to time by the Board of Directors of the Parent (the "Parent Board") and shall report directly to the Parent Board. Neither Executive's title nor any of his functions shall be diminished during the term of his employment hereunder without his consent. Executive shall be provided with an adequate office, staff and other working facilities consistent with his positions and adequate for the performance of his duties. Subject to the terms hereof, the Parent agrees to continue during the Employment Term, he may spend Term to nominate Executive to serve as a significant amount director of his time traveling for purposes the Parent and to use its reasonable efforts to cause Executive to be elected to the Parent Board and be retained as a director of Company businessthe Parent during the Executive's employment hereunder. Executive acknowledges that as an exempt member shall serve on the Parent Board without additional compensation. Executive's principal place of management he will neither employment shall 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 executive offices of Executive as set forth in this Agreement covers the remuneration Company which shall be located within a 30 mile radius of any extra hours or weekend workNew York City. (b) During the term of his employment hereunder, Executive shall will devote an appropriate amount all of his business time and energy best efforts to the business performance of his duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without 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 prior written consent 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 hereofParent Board.

Position. (a) At The Company agrees to employ Executive in the start position of the Employment Term, Executive Vice President: Chief Operating Officer. Executive shall serve as and perform the Senior Vice President, duties which may from time to time be assigned to him by the Company’s Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF CompaniesCEO”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by and 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 agrees to serve as Executive Vice President: Chief Operating Officer and agrees that he will devote an appropriate amount his best efforts and substantially all of his business time and energy attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of these positions; provided, however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of organizations, speaking engagements and memberships on the boards of directors of other organizations, so long a such activities do not interfere with the performance of Executive’s duties hereunder, and do not represent a conflict of interest. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the business Company, including, but not limited to, those established by the Department of Insurance, the Securities and affairs Exchange Commission, or any self-regulatory organization having jurisdiction or authority over the Executive or the Company. (c) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (d) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the PBF Companies Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement 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 otherwise affect any of the companies in which such investments are made. rights or responsibilities of the Company or 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 consenthereunder, which consent shall including, but not be unreasonably withheldlimited to, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereoflevel of compensation. (e) The position of Executive Vice President: Chief Operating Officer shall be located at the Company’s corporate office in Chicago, Illinois.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer President of the Company Company’s Active Healing Solutions business unit, which focuses on the development and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, commercialization of advanced wound care therapies based on the Company’s “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. Negative Pressure Technology Platform” (the “BoardAHS Division”), provided however, reporting directly to the only compensation paid to Company’s Chief Executive shall be through this AgreementOfficer. In such positionsposition, Executive shall have such duties and authority that are customary for those positions as shall be reasonably determined from time to time by the Board of companies Directors of Chiron Holdings GP, Inc. (the size, type “Board”) and nature the Chief Executive Officer of the Company. Executive acknowledges that during shall be entitled to an annual performance review by the Board (commencing concurrently with annual reviews of executive officers of the Company following the 2012 fiscal year). b. 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 Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or interfere with the rendition of such business activity is pursued for gainservices, profit either directly or other pecuniary advantageindirectly, unless without 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 prior written consent of the companies in which such investments are madeBoard. Executive may also serve shall be permitted service on one or more company boards of directors and other positions with non-profit and for-profit organizations as subject to which the Board may from time to time consentreasonable approval, which consent shall not be unreasonably withheld, delayed or conditioned, so long as provided that such service does not violate the provisions of the Restrictive Covenants Agreement (referenced in Section 7) or materially interfere with Executive’s obligations hereunder or violate Sections 9 fulfillment of his job duties. The parties acknowledge that Executive currently serves on the Board of Directors of Systagenix Ltd and 10 hereofagree to discuss further whether Executive’s continued participation on such board of directors is appropriate following the Commencement Date, and Executive agrees to resign therefrom in the event the Company determines that such continued service would not be in the best interests of the Company. c. Executive’s principal place of employment shall be at the Company’s headquarters in San Antonio, Texas from where, unless otherwise agreed, Executive will perform his duties, subject to customary business travel consistent with Executive’s duties and responsibilities. The Company recognizes that Executive, at his option, until the fourth anniversary of the Commencement Date, may continue to maintain his principal residence in the Boston area and may, consistent with the fulfillment of his duties for the Company, travel to and work from his Boston home on an occasional basis.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Commercial 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.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)Company. In such position, subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive shall also serve have such duties, authority and responsibilities, commensurate with Executive’s position in a company the size and nature of the Company, and such positions for the PBF Companies related duties and responsibilities, as determined from time to time may be assigned to Executive by the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided however, the only compensation paid to . Executive shall be through this Agreementreport directly to the Board. In such positionsaddition, 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 the Company shall cause the nominating and corporate governance committee of the Board (the “Nominating Committee”) to nominate Executive to serve as a significant amount member of the Board each year Executive is slated for reelection to the Board. If the Company’s shareholders vote in favor of the Nominating Committee’s nomination of Executive to serve as a member of the Board, Executive agrees to serve in such capacity and also agrees that any such board service shall be without additional compensation. During the Employment Term, Executive’s principal place of employment shall be at the Company’s headquarters, currently located in Somerset, New Jersey. b. During the Employment Term, except during vacations and authorized leave, Executive will devote Executive’s full business time and reasonable best efforts to the performance of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he duties hereunder and 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 engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without 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 prior written consent 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); provided that nothing herein shall preclude Executive from (x) managing his personal and family investments and affairs, delayed (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Board (which approval shall not be unreasonably withheld), from accepting appointment to or conditionedcontinuing to serve on any boards of directors or trustees of any business, so long as corporation or charitable organization; provided that, in each case, such service does activities described in this Section 2(b) do not materially conflict or interfere in more than a de minimus way with the performance of Executive’s obligations duties hereunder or violate Sections 9 8 and 10 hereof9.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial 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 occupationCompany. Executive shall also serve in such positions for have the PBF Companies as determined by option of assuming the Board title of Directors President of PBF Energy Inc. (the “Board”), provided however, the only compensation paid to Executive shall be through this AgreementCompany. In such positionsposition, Executive shall have such duties and authority that are customary for those positions of companies as shall be determined from time to time by the Compensation Committee of the sizeBoard of Directors (“Comp Committee”) or such other designees of the Board of Directors’ authority hereunder as the Board of Directors may designate (collectively, type and nature the “Board”). Executive agrees to serve, if requested, without additional compensation, as an officer for each of the Company’s subsidiaries and other affiliates, including any entities in which the Company has a significant investment. Executive acknowledges shall be nominated to serve as a member of the Board of Directors of the Company on or prior to the Company’s 2010 Annual Meeting. Executive shall serve as a member of the Boards of Directors of the Company and any of its subsidiaries or other affiliates without additional compensation, if requested. As used in this Agreement, the term “affiliates” will include any entity controlled by, controlling, or under common control of the Company. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization or any industry association further provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9 or Section 10. Set forth on Exhibit A hereto is a complete list, as of the Effective Date, of the Executive’s positions on any board of directors or trustees of any business corporation or any charitable organization. c. At all times 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 strictly adhere to and energy to the business and affairs obey all of the PBF Companies Company’s written rules, regulations and shall not be engaged in any other business activitypolicies, whether or not such business activity is pursued for gainincluding without limitation the CECO Environmental Corp. Code of Ethics and Corporate Xxxxxxx Xxxxxxx Policy as provided to Executive on February , profit or other pecuniary advantage2010, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed and 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 amended from time to time consentto conform to applicable rules and regulations or as determined by the Board or a committee thereof, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with Executivegovern the operation of the Company’s obligations hereunder or violate Sections 9 business and 10 hereofthe conduct of employees of the Company.

Position. a. Commencing on the date immediately following the date that the Company files with the Securities and Exchange Commission (a“SEC”) At its Quarterly Report on Form 10-Q for the start quarter ended June 30, 2008, and thereafter during the remainder of the Employment Term, Executive shall is appointed to serve as the Senior Vice President, Chief Financial Officer of the Company Company, and its direct and indirect parents (including PBF Energy Inc.)Executive accepts such appointment. In such position, subsidiaries and affiliates (collectivelyExecutive shall, the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as subject to any limitations or other directions determined from time to time by the Board of Directors of PBF Energy Inc. the Company (the “"Board”"), provided however, the only compensation paid to Executive which limitations and/or directions shall be through this Agreement. In such positionsconsistent with state and federal law, Executive shall have such duties and authority that as are customary consistent with the position of Chief Financial Officer of a company of similar size and nature, including: (i) Financial planning, budget, forecasting and analysis processes; (ii) Contract review; (iii) Accounts receivable/payable; (iv) Developing/maintaining organization’s financial management policies, ensuring compliance with applicable law and Board policy; (v) Reviewing financial statements, preparing and filing SEC filings; (vi) Present Company’s financials to shareholders, analysts and potential investors; (vii) Compliance with Xxxxxxxx-Xxxxx, accounting; (viii) Managing/directing outside financial auditors; (ix) Managing Treasury functions; (x) Overseeing all aspects of company financial controls; and may include with the Chief Executive Officer, investor relations, directing outside legal counsel and preparation of materials for those positions of companies meetings of the sizeBoard of Directors. Executive shall report directly to the Chief Executive Officer. At no point, type and nature however, shall the Executive be required to undertake any actions at the direction of the Company. Board of Directors, Chief Executive acknowledges that during Officer, or any other person which the Executive reasonably believes is in violation of state and/or federal law. b. 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 his full business time and energy attention to the business and affairs performance of his duties hereunder, which shall be performed primarily at the offices of the PBF Companies and shall not be engaged Company in any other business activityFairfield, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless New Jersey. Without 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 prior written consent 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 consentBoard, which consent shall may not be unreasonably withheld, delayed Executive shall not engage in any other business, profession or conditioned, so long as such service does not materially occupation for compensation or otherwise that would conflict or interfere with Executive’s obligations the rendition of his services hereunder or violate Sections 9 and 10 hereofadversely affect or negatively reflect upon the Company. c. Due consideration will be given by the Board to appointing the Executive Chief Operating Officer of the Company in the event of outstanding performance by the Executive during the Term.

Position. (a) At On the start Effective Date, Employer shall employ Employee in the position of the Employment Term, Executive shall serve as the “Senior Vice PresidentPresident - Legal Integration”, reporting to Employer’s Chief Financial 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 “BoardCEO”), provided howeverand Employee does hereby accept such employment. On and after the Effective Date, Employer and Employee hereby acknowledge that the only compensation paid to Executive position of Senior Vice President - Legal Integration shall be through this Agreementnot constitute an “officer” or “executive officer” position within the meaning of Rule 16a-1(f) or Rule 3b-7, respectively, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In Employer and Employee agree that, effective as of 11:59 pm on the day before the Effective Date, Employee shall hereby resign as General Counsel and Corporate Secretary of Employer and from any and all officer and/or director positions of Employer and any such positionspositions with Employer’s direct or indirect subsidiaries, Executive and Employer hereby accepts such resignations on behalf of itself and its subsidiaries. Employee shall have such duties responsibilities mutually and authority that are customary reasonably agreed upon by the parties during the Term and shall utilize her energy, experience and talents in furtherance of those responsibilities, as applicable. From the Signing Date and during the Term, Employee will not engage in any other activities, whether as a consultant, employee, director, officer or otherwise, for those positions of companies any direct or indirect remuneration for a Competitor (as hereafter defined) without the written approval of the sizeCEO; provided, type and nature of the Company. Executive acknowledges however, 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 it shall not be engaged a violation of this Agreement, and Employee will not need the approval of the CEO, for Employee to manage her personal investments or to engage in, or serve, such civic, community, charitable, educational, or religious organizations or to serve in any other business activitycapacity, whether including as a director, employee, consultant or otherwise, for any company that is not such business activity is pursued for gaina Competitor (including, profit or other pecuniary advantagebut not limited to, unless her existing service as a Board member and lead independent director of The Andersons Inc. and/or 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 of its subsidiaries). As used in this Agreement, the term “Competitor” refers to which the Board may from time to time consentany company, which consent shall not be unreasonably withheldincluding its subsidiaries, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereoflisted on Exhibit A attached hereto.

Position. (a) At the start of During the Employment Term, Executive shall serve (i) as the Senior Vice President, Chief Financial Executive Officer of the Company and its direct Holdings, (ii) subject to the vote of applicable equityholders, as a member of the Company and indirect parents Holdings’ boards of directors and (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”iii) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as unless otherwise determined by the Board board of Directors directors of PBF Energy Inc. the Company (the “Board”), provided however, as Chairman of the only compensation paid to Executive shall be through this AgreementBoard. In such positionsposition, Executive shall report directly to the Board and shall have such duties and authority that are customary for those positions of companies of as shall be determined from time to time by the sizeBoard consistent with such title, type duties and nature of the Company. Executive acknowledges that during the Employment Termresponsibilities, 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 workincluding reporting responsibilities. (b) During the Employment Term, Executive shall will devote an appropriate amount of Executive’s business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit without the prior written consent of the Board; provided that nothing herein shall preclude Executive, (i) from engaging in charitable and civic activities, including accepting appointment to or other pecuniary advantage, unless the Company consents continuing 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 serve on any board of directors or manner that will not require Executive’s services in the operation trustees of any charitable organization or (ii) from continuing to, or subject to the prior approval of the companies in Board (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 from accepting appointment to serve on any board of directors or conditionedtrustees of any business corporation; provided in each case, so long as and in the aggregate, that such service does activities do not materially conflict or interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 8. Executive currently serves on the boards of Reliance Steel and 10 hereofAluminum Company (c) Executive’s principal work location will be in the Denver metropolitan area and he will be required to, no later than July, 2013, relocate his principal residence to the Denver metropolitan area. Executive shall be entitled to reimbursement by the Company of all reasonable and customary out-of-pocket expenses associated with relocating Executive’s family residence from the Cincinnati, Ohio area to Denver, Colorado, including all reasonable closing costs associated with the sale of the residence in Ohio (including, but not limited to, reasonable real estate commission, survey, title insurance, attorney’s fees); all reasonable closing costs associated with the purchase of a residence in the Denver area (including, but not limited to, reasonable inspections, attorney fees, survey, title insurance, and mortgage-related fees and reasonable expenses such as points, processing fees, underwriting fees, application and appraisal fees); the packing and movement of household goods and vehicles; transportation and hotel and food expenses for Executive and his spouse associated with up to two (2) house-hunting trips to Denver; and reasonable temporary living in Denver and commuting expenses from San Francisco incurred during transition for up to seven months following the Effective Date, and, without limiting the foregoing, in accordance with the Company’s policies and procedures governing relocation of executives. To the extent than any reimbursements under this Section 2(c) result in taxable income to Executive, then Executive shall be fully grossed-up for applicable federal, state and local taxes upon such reimbursements. The Company’s headquarters is expected to remain in the greater Los Angeles metropolitan area.

Position. (a) At a. During the start of the Employment CEO Term, Executive shall serve as the Senior Vice President, Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)Company. In such position, subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive shall also serve have such duties, authority, and responsibilities, commensurate with Executive’s position in a company the size and nature of the Company, and such positions for the PBF Companies related duties and responsibilities, as determined from time to time may be assigned to Executive by the Board of Directors of PBF Energy Inc. the Company (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 report directly 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 writingBoard. In addition, in connection with the execution of this restriction Agreement, the Company shall not recommend to the Board and its Nominating and Corporate Governance Committee that Executive be construed appointed to serve as preventing a member of the Board during the CEO Term commencing on the Effective Date or as soon as reasonably practicable thereafter, and that Executive from investing be nominated for reelection to the Board upon each expiration of his assets Board term occurring during the CEO Term and any applicable Extension Date in each applicable proxy statement prepared by the Company in connection with the annual general meeting of its shareholders. If the Company’s shareholders re-elect Executive as a form or manner member of the Board, Executive agrees to serve in such capacity and also agrees that any such board service shall be without additional compensation. During the CEO Term, Executive’s principal place of employment shall be at the Company’s headquarters, currently located in Somerset, New Jersey, except to the extent Executive is required to work remotely in order to comply with governmental requirements. b. During the CEO Term, except during vacations and authorized leave, Executive will devote Executive’s full business time and reasonable best efforts to the performance of Executive’s duties hereunder and will not require Executive’s services engage in any other business, profession, or occupation for compensation or otherwise that would conflict or interfere with the operation rendition of any such services, either directly or indirectly, without the prior written consent 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 ); provided that nothing herein shall preclude Executive from (x) managing Executive’s obligations personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Board (which approval shall not be unreasonably withheld), accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization; provided that, in each case, such activities described in this Section 2(b) do not conflict or interfere in more than a de minimis way with the performance of Executive’s duties hereunder or violate Sections 8 and 9 and 10 hereofof this Agreement or the Company’s Corporate Governance Guidelines as in effect from time to time.

Position. (a) At the start of During the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial 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 AgreementCompany. In such positionsposition, Executive shall have such duties and authority that are customary for those positions authorities consistent with the position of companies Chief Executive Officer, as described in the Company’s By-Laws as currently in effect (and as may be expanded, but not reduced, in the future), and such other duties commensurate with the position of Chief Executive Officer as shall be determined from time to time by the Board of Directors of the sizeCompany (the “Board”). Executive shall report to the Board, type and nature all employees of the CompanyCompany shall report to Executive or his designee. Effective as of the Effective Date, Executive acknowledges that will become a member of the Board without additional compensation. Thereafter, during the Employment Term, he may spend a significant amount the Company shall nominate Executive to be elected to the Board and shall use its reasonable best efforts, subject to fiduciary obligations of his time traveling for purposes the Board, to have Executive re-elected to the Board. Upon the termination of Company business. Executive acknowledges that as an exempt member of management he will neither be paid Executive’s employment for any overtime or excess time for hours exceeding reason, Executive shall resign from the regular working hours per week nor for additional time for weekend work. The base salary Board (and any committees thereof) and the board of Executive as set forth in this Agreement covers the remuneration directors (and any committees thereof) of any extra hours or weekend workof the Company’s affiliates effective as of the effective date of such termination. (b) During the Employment Term, Executive shall will devote an appropriate amount of Executive’s full business time and energy efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, (i) subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or advisory committee of any business activitycorporation or from accepting appointment to or continuing to serve on any board of directors or trustees of charitable, whether civic, educational, professional, community or not such business activity is pursued for gain, profit or other pecuniary advantage, unless industry organizations (Executive has previously disclosed to the Company consents to all such entities with which Executive is currently so affiliated), (ii) from participating in charitable, civic, educational, professional or industry organizations or (iii) from managing Executive’s involvement passive personal investments; provided in each case, and in the aggregate, that such business activity in writing. In addition, this restriction shall activities do not be construed as preventing Executive from investing his assets in a form conflict or manner that will not require interfere with the performance of Executive’s services duties hereunder or conflict with Section 10. (c) Subject to the provisions hereof, Executive’s principal place of employment during the Employment Term shall be in the operation of any Chicago, Illinois. (d) Executive represents and warrants that, as of the companies in which such investments are made. Executive may also serve on boards Effective Date, he is a lawful permanent resident of directors the United States and other positions with non-profit is eligible under the immigration laws of the United States to be employed by the Company under the terms 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 hereofconditions described herein.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, President and Chief Financial Operating Officer of the Company and its direct and indirect parents (including PBF Energy Inc.the "PRESIDENT"), subsidiaries and affiliates reporting directly to the Chief Executive Officer of the Company (collectively, the “PBF Companies”) as his primary occupation"CHIEF EXECUTIVE OFFICER"). Executive shall also serve in such positions for the PBF Companies as determined If requested by the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided however, "BOARD") or the only compensation paid to Chief Executive shall be through this Agreement. In such positionsOfficer, Executive shall have such duties also serve on the Board and authority that are customary for those positions committees thereof, as an executive, officer and director of subsidiaries of the Company and/or as a director of associated companies of the size, type Company without additional compensation and nature subject to any policy of the Compensation Committee of the Company. Executive acknowledges that during 's Board (the Employment Term, he may spend a significant amount "COMPENSATION COMMITTEE") with regard to retention or turnover 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 workdirector's fees. (b) Executive shall devote an appropriate amount of time have such duties and energy authority, consistent with his position, as shall be assigned 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 him from time to time consentby the Chief Executive Officer. (c) During the Employment Term, which consent Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder. Nothing contained herein shall be construed to prohibit Executive from (i) owning less than ten percent (10%) of the outstanding securities of any publicly traded entity, (ii) pursuing any business opportunity that is not be unreasonably withheldin Competition, delayed or conditioned, so long as such service term is defined in Section 10(b) below, with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other than entities in which the Company or its subsidiaries make a nominal investment) (provided the time devoted by Executive to such personal investment does not materially interfere with Executive’s obligations 's duties hereunder), (iii) continuing service as a managing director, manager, partner, or member, directly or indirectly, of any investment management business in which Executive serves in such capacity on the Commencement Date, (iv) continuing service on any board of directors on which Executive serves as of the Commencement Date or service as a director of a company that is not in Competition with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other than entities in which the Company or its subsidiaries make a nominal investment), provided, however, that Executive shall not hold more than three (3) board seats at any time exclusive of his membership (if any) on the Board or the board of directors of any subsidiary or affiliate of the Company, or (v) service on the boards of directors of a reasonable number of charitable organizations so long as such service is not inconsistent with his position and duties hereunder (such activities described in clause (i), (ii), (iii), (iv) or violate Sections 9 (v) immediately preceding being herein referred to as the "ALLOWED ACTIVITIES"). Executive shall be entitled to retain any consideration that he receives from service permitted by clauses (iii) and 10 (iv) of the immediately preceding sentence on any board of directors of a corporation unrelated to the Company. For purposes hereof, a "nominal investment" of the Company or its subsidiaries will be determined in relation to the size of investments made from time to time by the Company or its subsidiaries in its portfolio companies (including, without limitation, investments made in exchange for cash, securities or services rendered).

Position. (a) At The Company agrees to employ Executive in the start position of the Employment TermExecutive Vice President, General Counsel, and Secretary. Executive shall serve as and perform the Senior Vice President, duties which may from time to time be assigned to him by the Company’s Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF CompaniesCEO”) as that are consistent with his primary occupation. Executive shall also serve in such positions position, including responsibility 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 general corporate legal affairs of the Company. Executive acknowledges that during , its affiliates, subsidiaries, as well as their compliance with applicable regulations, including those established by the Employment TermDepartment of Insurance, he may spend a significant amount the Securities and Exchange Commission, or any self-regulatory organization having jurisdiction or authority over the Company, and corporate governance (such as the Xxxxxxxx-Xxxxx Act 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 work2002). (b) Executive shall report directly to the CEO. (c) Executive agrees to serve as Executive Vice President, General Counsel, and Secretary and agrees that he will devote an appropriate amount his best efforts and substantially all of his business time and energy attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of these positions; provided, however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of organizations, speaking engagements and memberships on the boards of directors of other organizations, so long a such activities do not interfere with the performance of Executive’s duties hereunder, and do not represent a conflict of interest. Executive agrees to comply with, and will make reasonable efforts to ensure the Company is complying with, all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the business Company, including, but not limited to, those established by the Department of Insurance, the Securities and affairs Exchange Commission, or any self-regulatory organization having jurisdiction or authority over Executive or the Company. (d) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (e) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the PBF Companies Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement 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 otherwise affect any of the companies in which such investments are made. rights or responsibilities of the Company or 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 consenthereunder, which consent shall including, but not be unreasonably withheldlimited to, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 level of compensation. (f) The position of Executive Vice President, General Counsel and 10 hereofSecretary shall be located at the Company’s administrative offices, presently located in Chicago, Illinois.

Position. (a) At the start Upon commencement of the Employment Termterm of this letter agreement, Executive shall you will serve as the Senior Vice President, Chief Financial Officer executive Chairman of the Company and of its direct subsidiary Single Touch Interactive, Inc. (b) Your compensation hereunder shall be deemed inclusive of any and indirect parents all compensation to which you would be entitled as a director of the Company. (including PBF Energy Inc.c) You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of you pursuant to the terms hereof. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company, except as set forth below, and you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this Section 1 will prevent you from accepting (i) service as a director for one for profit entity (so long as such entity is not competitive in any manner with the business of the Company), subsidiaries and affiliates (collectively, the “PBF Companies”) for such other specified for profit entity or entities 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 Company (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 consentapprove in its discretion, which consent shall not be unreasonably withheld, delayed or conditioned, so long with such compensation as such entity(s) deems appropriate, (ii) speaking or presentation engagements in exchange for honoraria, (iii) service does not materially interfere on boards of charitable organizations, or (iv) ownership of no more than 1% of the outstanding equity securities of a publicly traded company. (d) In general, you will have the responsibilities and duties associated with Executiveand over the areas which are typically associated with the offices of executive Chairman of a corporation, provided that in addition you shall head innovation and intellectual property initiatives. Without limitation, among your duties and responsibilities will be to assist in the identification and recruitment of directors such that the Company’s obligations hereunder or violate Sections 9 Board of Directors as a whole will be NASDAQ listing-standards compliant and 10 hereofwill be in a position to constitute all NASDAQ-required committees in compliance with NASDAQ listing standards.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Company’s Chief Financial Executive Officer of the Company and its direct President and indirect parents (including PBF Energy Inc.), subsidiaries shall report directly and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by solely to the Board of Directors of PBF Energy DynaVox, Inc. (the “Board”). Upon Executive’s appointment as Chief Executive Officer of the Company, provided howeverExecutive will also be appointed to the Board and it is contemplated that, in connection with each annual meeting of shareholders (or action by written consent in lieu thereof) during the Employment Term, the only compensation paid shareholders of DynaVox Inc. (“DynaVox”) will elect Executive to the Board. As the Company’s Chief Executive Officer, Executive shall be through this Agreementassume, subject to the powers of the Board, general and active supervision and management over the business of the Company. In such positionsaddition, Executive shall have such duties and authority that are customary for those positions commensurate with the position of companies a chief executive officer of a company of similar size and nature and as the Board shall otherwise determine from time to time. Executive shall receive a performance review at least annually from the Board or the Compensation Committee of the sizeBoard. Subject to reasonable business travel, type and nature of the Company. Executive acknowledges that during Executive’s primary work location shall continue to be located in Pittsburgh, Pennsylvania. b. During the Employment Term, he may spend a significant amount Executive will devote Executive’s best efforts (subject, in each case, to periods 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. (bvacation and illness) Executive shall devote an appropriate amount of time and energy to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or reasonably be expected to interfere in any material respect with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit without the prior written consent of the Board; provided, that Executive may accept appointment to serve on any board of directors 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 trustees of any business corporation or any charitable organization, with the prior written consent 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 consentBoard, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does activities do not materially conflict or interfere in any material respect with the performance of Executive’s obligations duties hereunder or conflict with or violate Sections 9 and Section 10 hereofor 11.

Position. (a1) At It is contemplated that during the start COC Employment Period the Executive will continue to serve as a principal officer of the Employment Term, Executive shall serve Corporation and as the Senior Vice President, Chief Financial Officer a member of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) Board of Directors if serving as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by a member of the Board of Directors immediately prior to a Change of PBF Energy Inc. (Control, as defined in Section 12(B) below, with the “Board”office(s) and title(s), provided however, reporting responsibility and duties and responsibilities of the only compensation paid to Executive shall be through on the date of this Agreement. In such positions, Executive shall have such duties and authority that are customary for those positions of companies of as the size, type and nature of the Company. Executive acknowledges that during the Employment Term, he same 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 changed from time to time consentafter the date of this Agreement and prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(a) above. (2) The office(s), title(s), reporting responsibility, duties and responsibilities of the Executive on the date of this Agreement, as the same may be changed from time to time after the date of this Agreement and prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, shall be summarized in Exhibit A to this Agreement, it being understood and agreed that if, as when the office(s), title(s), reporting responsibility, duties and responsibilities of the Executive shall be changed prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, Exhibit A shall be deemed to be and shall be updated by the parties to reflect such change; provided, however, that Exhibit A is intended only as memorandum for the convenience of the parties and shall be disregarded if and to the extent that, at the time this Agreement becomes operative, Exhibit A shall fail to reflect accurately the office(s), title(s), reporting responsibility, duties or responsibilities of the Executive at the time because the parties shall have failed to update Exhibit A as aforesaid after the last such change prior to the date this Agreement shall have become operative. (3) At all times during the COC Employment Period, the Executive shall hold a position of responsibility and importance and a position of scope, with the functions, duties and responsibilities attached thereto, at least equal in responsibility and importance and in scope to and commensurate with his position described in general terms above in this Section 2(A) and intended to be summarized in Exhibit A to this Agreement. (4) During the COC Employment Period the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any United States Subsidiary, division or Affiliate of the Corporation. (5) For all purposes of this Agreement, (1) a "Subsidiary" shall mean a corporation or other entity, of which consent 50% or more of the voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an "Affiliate" shall mean a corporation or other entity which is not be unreasonably withhelda Subsidiary and which directly, delayed or conditionedindirectly through one or more intermediaries, so long as such service does not materially interfere with Executive’s obligations hereunder controls, or violate Sections 9 is controlled by, or is under common control with, the Corporation. For the purpose of this definition, the terms "control", "controls" and 10 hereof"controlled" mean the possession, direct or indirect, of the power to direct or cause the direction of the management and poli- cies of a corporation or other entity, whether through the ownership of voting securities, by contract, or otherwise.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Company’s President and Chief Executive Officer. The Executive shall report to both the Company’s Executive Chairman of the Board and the Company’s Board of Directors (the “Board”) regarding the Company’s business operations. The Executive shall oversee and manage the affairs of the Company’s business, and shall have overall supervision and control of the Company’s day-to-day business activities consistent with the Company’s past business practices. During the Employment Term, the Executive shall be granted such additional authority as may be required from time to time by the Board, consistent with the Executive’s position with the Company. Executive will be a member of an Executive Management Committee (the “Committee”) to be established by, and serve at the discretion of, the Board, which Committee will be comprised of the Company’s Executive Chairman of the Board, its Senior Executive Vice PresidentPresident and Chief Operating Officer and Executive, in his capacity as President and Chief Financial Officer Executive Officer. The Committee will meet regularly to deal with day-to-day business matters; any major business matters that can not be resolved with unanimity by the Committee will be brought to the attention of the Board of Directors. b. At such time as the Board shall consist of a sufficient number of independent directors (as defined in The Nasdaq Stock Market Marketplace Rule 4200) to permit the Company to continue to comply with The Nasdaq Stock Market Marketplace Rule 4350(c) notwithstanding the Executive’s service as a director, the Executive shall be nominated to serve as a member of the Board. Upon any election of the Executive to serve on the Board or the board of directors of any of the Company’s subsidiaries or affiliates, he will serve as a director thereof without additional compensation. c. During the Employment Term, Executive shall perform faithfully and loyally and to the best of Executive’s abilities, the duties assigned to Executive hereunder. Executive shall use Executive’s best efforts, skills, and abilities to promote the business and interests of the Company in a professional manner. During the Employment Term, Executive will devote Executive’s full business time and its direct best efforts to the performance of Executive’s duties hereunder and indirect parents (including PBF Energy Inc.)will not engage in any other business, subsidiaries profession or occupation which would conflict or interfere with the rendition of such services, either directly or indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, it shall not be a violation of this Agreement for Executive to serve on the Board of Research in Motion Ltd and affiliates (collectivelyon other boards or committees, so long as such activities do not significantly interfere with the “PBF Companies”) as his primary occupation. performance of Executive’s duties under this Agreement or cause Executive shall also serve in such positions for to breach the PBF Companies terms of this Agreement, as determined by the Board of Directors of PBF Energy Inc. (the “Board”), provided however, the only compensation paid in its sole discretion. Prior to Executive shall be through this Agreement. In such positionsjoining any additional board or committee in addition to Research in Motion Ltd, Executive shall have such duties and authority that are customary for those positions of companies will get written approval from the Executive Chairman of the size, type and nature of Board or 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 workBoard. (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.

Position. (a) At the start of the Employment Term, Executive shall serve as the a Senior Vice President, Chief Financial Officer 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”)) and PBF Logistics GP LLC, 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.

Position. (a) At the start of the Employment Term, Executive shall serve The Company hereby engages Employee to render personal services as the Senior Vice President, President and Chief Financial Officer of the Company and its direct and indirect parents of Xxxxxxxx Broadcasting, Inc., a Delaware corporation (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 “BoardLBI”), provided howeverand their respective subsidiaries and affiliates. The Company, the only compensation paid on behalf of LBI, hereby consents to Executive Employee serving as Senior Vice President and Chief Financial Officer of LBI. Employee shall be through this Agreement. In such positions, Executive shall have perform such duties and authority that are customary for those positions of companies of the size, type have such responsibilities related to his position as Senior Vice President 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 Chief Financial Officer 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 assigned from time to time consentby the Company. Without limiting the Company’s discretion concerning the assignment of reasonable future duties to Employee, which consent Employee will have the duties described in this paragraph. Employee will be based in the Company’s principal office in Burbank, California, provided, however, that Employee may be required to travel as necessary and appropriate or as required by the Company. Employee will be responsible for performing the customary duties of a Senior Vice President and Chief Financial Officer as assigned from time to time by the Company and as prescribed in the Amended and Restated Bylaws of LBI Media Holdings, Inc. (“Bylaws”), including, but not limited to, the following: (i) serving as the Company’s principal financial and accounting officer reporting directly to the President of the Company; (ii) managing the Company’s accounting and finance operations and banking relationships; (iii) managing the Company’s information technology systems and functions; (iv) managing the Company’s human resources operations; (v) overseeing real estate and facilities functions; (vi) overseeing the Company’s risk management and insurance functions; and (vii) managing investor relations. Employee hereby accepts such employment and agrees to devote his full employment energies, interest, abilities and time to the performance of Employee’s duties to the Company or any of its affiliated entities as assigned by the Company. Employee shall not promptly and faithfully comply with all the rules and regulations of applicable governmental regulatory agencies and with the reasonable instructions, directions, requests, rules and regulations of the Company in connection with the performance of Employee’s duties. Employee acknowledges and agrees that he is an “exempt” employee under the Fair Labor Standards Act and under the Wage Orders of the California Industrial Welfare Commission and the regulations and judicial and administrative decisions interpreting and applying such laws. The Parties acknowledge and agree that Employee’s services are expected to include services for or with respect to the Company’s direct and indirect subsidiaries and affiliated companies, and that pursuant to practices established or maintained by the Company and its subsidiaries, the payments to Employee under this Agreement may be unreasonably withheld, delayed made by one or conditioned, so long as such service does not materially interfere with Executivemore of the Company’s obligations hereunder subsidiaries or violate Sections 9 and 10 hereofaffiliated companies.

Position. 1.1 Meredith will employ Xxxxx as President and Chief Operating Officer. While employed hereunder, Xxxxx shall continue to have at least the same level of responsibility and authority associated with being President and Chief Operating Officer as he has on the Effective Date. 1.2 If Xxxxx is promoted to President and Chief Executive Officer, then as of the effective date of such promotion and during his employment thereafter: (a) At Xxxxx shall report to and be subject to the start supervision, control and direction of the Employment TermBoard of Directors of the Company. Xxxxx shall at all times be the most senior executive officer of the Company. Subject only to Xxxxx’x duty to report to the Board, Executive Xxxxx’x responsibilities and authorities hereunder shall serve as include day to day and strategic authority over the Senior Vice PresidentCompany and its affiliates, Chief Financial Officer P&L authority over all operations of the Company and its direct affiliates, and indirect parents the duty and authority to hire, make employment decisions, and terminate all subordinates employed by the Company or its affiliates and Xxxxx shall report directly and exclusively to the Board, and all other officers, employees, and consultants of the Company shall (including PBF Energy Inc.)except to the extent otherwise prescribed by law, subsidiaries regulation, or principles of good corporate governance) report directly (or indirectly through subordinates) to Xxxxx. Xxxxx shall have such other responsibilities and affiliates authorities consistent with the status, titles and reporting requirements set forth herein as are appropriate to said positions, subject to change (collectivelyother than diminution in position, the “PBF Companies”authority, duties or responsibilities) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined from time to time 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 Xxxxx agrees to devote an appropriate amount of his full time and energy attention and give his best efforts and skills to furthering the business and affairs interests of the PBF Companies Company, which may include Xxxxx volunteering his time and shall efforts on behalf of charitable, civic, professional organizations and boards of other corporations. 1.3 If Xxxxx is not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless promoted to President and Chief Executive Officer of the Company consents by September 1, 2017 (the “Determination Date”), Xxxxx shall have the right to Executive’s involvement terminate his employment with the Company by giving written notice within ninety (90) days after the Determination Date, and such termination shall be deemed to be Termination Without Cause by the Company and treated in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in accordance with the terms of Section 8.2; provided that the Company can give written notice to Xxxxx no fewer than sixty (60) and no more than ninety (90) days immediately preceding the Determination Date and extend the Determination Date by a form or manner that will not require Executive’s services in the operation period 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 up 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 hereoftwo additional years.

Position. (a) At a. During the start of the Employment Term, Executive shall serve as the Senior Vice Presidentas: of Lilien, Chief Financial Officer a wholly-owned subsidiary 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. Sysorex Global Holdings Corp. (the “BoardCompany”) and as a member of the Initial Board (as defined in Section 7(b)(iii), provided however, the only compensation paid to Executive shall be through this Agreement). In such positionsgeneral, Executive shall have and perform such duties as those for which Executive was responsible prior to the acquisition of Lilien by the Company on the date hereof. Executive shall have the authority . However, HR, accounting and authority that are customary for those positions of companies of finance will be the size, type and nature responsibility of the Company’s CFO. 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 will have and perform other duties as an exempt member of management he will neither shall 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 determined from time to time consentby the Company’s Board of Directors consistent with Executive’s position. b. During the Term, Executive will devote his full business time and efforts (excluding periods of vacation and sick days) to the performance of Executive’s duties hereunder, and will not engage in any other business, profession or occupation which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board, which consent shall not unreasonably be unreasonably withheld. Executive may: (i) engage in personal investment activities (including for Executive’s immediate family); (ii) serve on the boards of nonprofit organizations and business entities; and/or (iii) be involved in other organizations, delayed or conditioned, so long as in each case provided that any of such service does activities do not materially interfere with Executive’s obligations hereunder performance of his duties for Lilien or violate Sections 9 create a conflict of interest with that of Lilien. Specifically, Executive and 10 hereofhis immediate family shall be prohibited from having an ownership interest in or be employed by any other company besides Lilien or the Company or which has a joint venture or equivalent relationship with any company which competes directly with Lilien. c. For the purposes of this Agreement, control or participation in any competing business shall be deemed to include (but shall not be limited to) ownership in excess of three percent (3%) of the aggregate capital stock of such competing business. d. Subject to such travel as the performance of Executive’s duties may reasonably be requested by the Company’s Board, Executive shall perform the duties required of him by this Agreement in his office located in Larkspur, California.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Executive Officer of the Company both Holdings 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 AgreementCatalent. In such positions, Executive shall have such duties duties, authority and authority that are customary for those responsibilities, commensurate with Executive’s positions of companies of in a company the size, type size and nature of Holdings or Catalent, as applicable, and such related duties and responsibilities, as from time to time may be assigned to Executive by the CompanyBoard of Directors of Holdings (the “Holdings Board”) with respect to his responsibilities for Holdings and by the Board of Directors of Catalent (the “Catalent Board”) with respect to his responsibilities for Catalent. Executive acknowledges that shall report directly to the Holdings Board with respect to his responsibilities for Holdings and to the Catalent Board with respect to his responsibilities for Catalent. In addition, during the Employment Term, he may spend Executive shall also serve as a significant amount member of the Holdings Board and the Catalent Board and, if requested, as a member of the board of directors of any affiliate of Holdings, in each case, without additional compensation. During the Employment Term, Executive’s principal place of employment shall be at Catalent’s headquarters, currently located in Somerset, New Jersey. b. During the Employment Term, except during vacations and authorized leave, Executive will devote Executive’s full business time and reasonable best efforts to the performance of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he duties hereunder and 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 engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without 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 prior written consent 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 Holdings Board may from time to time consent, (which consent shall not be unreasonably withheld); provided that nothing herein shall preclude Executive from (x) managing his personal and family investments and affairs, delayed (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Holdings Board (which approval shall not be unreasonably withheld), from accepting appointment to or conditionedcontinuing to serve on any boards of directors or trustees of any business, so long as corporation or charitable organization; provided that, in each case, such service does activities described in this Section 2(b) do not materially conflict or interfere in more than a de minimus way with the performance of Executive’s obligations duties hereunder or violate Sections 9 8 and 10 hereof9.

Position. (a) On the Effective Date, the Executive will be employed as the Company’s President and Chief Executive Officer, reporting to the Board. During the term of employment, the Executive shall be employed by the Company on a full-time basis and shall perform the duties and responsibilities of the Executive’s positions and offices and such other duties and responsibilities on behalf of the Company and its affiliates, related to one or more of the Executive’s positions and offices, as may be assigned to the Executive from time to time by the Board or a designated committee thereof. During the term of employment, the Executive shall devote the Executive’s full business time and the Executive’s best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its affiliates and to the discharge of the Executive’s duties and responsibilities hereunder. The Executive shall not accept membership on any board of directors or other governing board of any company, organization, trust or entity or engage in any other business-related or professional activity without the prior approval of two independent directors including the Lead Independent Director and the Chair of the Corporate Governance and Nominating Committee; provided, that the Executive may engage in the passive management of the Executive’s personal and family investments and in charitable and community activities; provided, that such activities do not, individually or in the aggregate, give rise to a conflict of interest or otherwise materially interfere with the Executive’s performance of the Executive’s duties and responsibilities to the Company and its affiliates under this Agreement or the time required for their performance or breach the Executive’s obligations set forth in the Inventions Agreement. The Board shall take such action as may be necessary to appoint or elect the Executive as a member of the Board as of the Effective Date. The Company agrees to propose to the shareholders of the Company at the 2020 annual meeting of the shareholders and at each appropriate annual meeting of such shareholders during the term of employment the election or re-election of the Executive as a member of the Board and, if elected, the Executive shall so serve as a member of the Board. At the start request of the Employment TermBoard, upon termination of the Executive’s employment with the Company for any reason, the Executive shall serve resign as a member of the Senior Vice PresidentBoard and, upon termination of the Executive’s employment with the Company for any reason, the Executive shall resign from the Executive’s offices as President and Chief Financial 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 resign from any other positions, Executive shall have such duties offices 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, directorships 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 have with 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 hereofits affiliates.

Position. (ai) At the start of the Employment Term, Executive shall serve as the Senior Executive Vice PresidentPresident of Franchise Group, reporting to the Chief Financial Executive Officer of Franchise Group. In such position, Executive shall have such duties, responsibilities and authority as is customarily associated with such position and shall have such other duties, as may be reasonably assigned from time to time by the Chief Executive Officer of Franchise Group, consistent with Executive’s position and the terms of this Agreement. (ii) Executive shall devote sufficient business time and attention to the business of the Company as necessary in order to perform Executive’s duties in a competent, diligent, and professional manner. Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Company’s reasonable opinion, materially interfere with the performance of Executive’s duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. (iii) Executive’s principal place of employment shall be based in Boston, Massachusetts as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its direct Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupationresponsibilities under this Agreement. Executive shall also serve in such positions for submit to the PBF Companies as determined by Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the Board business of Directors of PBF Energy Inc. the Company (the “BoardCompany Opportunities”), provided however, . Unless approved by the only compensation paid to Executive shall be through this Agreement. In such positionsBoard, Executive shall have such duties and authority that are customary for those positions of companies of the sizenot accept or pursue, type and nature of the Company. Executive acknowledges that during the Employment Termdirectly or indirectly, he may spend a significant amount of his time traveling for purposes of any 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 Opportunities on 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 hereofown behalf.

Position. (ai) At the start of the Employment Term, Executive shall serve as the Senior Executive Vice PresidentPresident & Chief Administrative Officer of Franchise Group, reporting to the Chief Financial Executive Officer of Franchise Group. In such position, Executive shall have such duties, responsibilities and authority as is customarily associated with such position and shall have such other duties, as may be reasonably assigned from time to time by the Chief Executive Officer of Franchise Group, consistent with Executive’s position and the terms of this Agreement. (ii) Executive shall devote sufficient business time and attention to the business of the Company as necessary in order to perform Executive’s duties in a competent, diligent, and professional manner. Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Company’s reasonable opinion, materially interfere with the performance of Executive’s duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. (iii) Executive’s principal place of employment shall be based in Rye Brook, New York as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its direct Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupationresponsibilities under this Agreement. Executive shall also serve in such positions for submit to the PBF Companies as determined by Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the Board business of Directors of PBF Energy Inc. the Company (the “BoardCompany Opportunities”), provided however, . Unless approved by the only compensation paid to Executive shall be through this Agreement. In such positionsBoard, Executive shall have such duties and authority that are customary for those positions of companies of the sizenot accept or pursue, type and nature of the Company. Executive acknowledges that during the Employment Termdirectly or indirectly, he may spend a significant amount of his time traveling for purposes of any 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 Opportunities on 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 hereofown behalf.

Position. (ai) At The Executive will be employed as, and hold the start title of, the Company’s Co-Chief Executive Officer (“Co-CEO”). The Executive and the Company’s other Co-CEO shall have primary responsibility for the implementation and execution of the Employment Term, Executive shall serve Company’s strategic business plans and objectives 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 approved from time to time by the Company’s Board of Directors of PBF Energy Inc. (the “Board”). The Executive together with the Company’s other Co-CEO, provided however, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have such duties the authority and authority that are customary for those positions of companies responsibilities of the size, type and nature position of Chief Executive Officer (“CEO”) as allocated between them in 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 workattached Exhibit 1. The base salary of Executive as set forth authority and responsibilities contained 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 Exhibit 1 may 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 altered by the Board may from time to time if in its reasonable judgment the change is necessary to assure a proper and effective organizational allocation of duties and responsibilities of the CEO position between the Co-CEOs; provided, however, that any such subsequent change in the duties and responsibilities of the Executive, without his consent, which consent that results in a material reduction of his duties and responsibilities shall constitute grounds for a Good Reason termination. The Executive shall also have such additional duties and responsibilities as directed and approved from time to time by the Board. The Executive shall have the responsibility and duty to work with and coordinate with the Company’s other Co-CEO. The Executive shall report directly to the Board and shall have all the authority needed to perform the duties and undertake the responsibilities of his position. The Executive will be a member of the Board Chairman’s Cabinet and shall be involved in all the Company’s major strategic decisions relating to the scope of his responsibilities. The Executive will have the authority to hire appropriate personnel as may be needed to carry out his duties. The Executive hereby agrees that the change in his position from Chief Executive Officer to that of Co-CEO pursuant to the terms of this Amendment No. 3 shall not be unreasonably withheld, delayed constitute grounds for a Good Reason termination under Section 7(c) of the Agreement or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereofotherwise entitle the Executive to any of the severance benefits set forth in Section 8(b) of the Agreement.

Position. (a) At During Executive’s employment with the start of the Employment TermCompany, Executive shall serve as the Senior Vice President, Chief Financial Executive Officer of Xxxxx & Nephew plc (“Parent”) (together, with the Company and its direct and indirect parents (including PBF Energy Inc.), their respective subsidiaries and affiliates (collectivelyaffiliates, the “PBF CompaniesCompany Group”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by ), reporting directly to the Board of Directors of PBF Energy Inc. Parent (the “Board”). Executive shall perform those duties generally required of persons in the position of Chief Executive Officer, provided howeverincluding but not limited to, direct oversight of the day-to-day management of the Parent’s facilities, personnel, finances, research and development, business development, marketing and sales and other related functions, as well as such other duties as may reasonably be assigned by the Board. While employed by the Company, Executive shall devote Executive’s full time, attention, energy, knowledge and skills to carrying out all the assigned duties and functions consistent with Executive’s role, which Executive promises to perform faithfully, diligently and to the best of Executive’s ability. Further, Executive must exercise all powers and comply with all instructions of the Board in connection with the business of the Company Group. Executive’s position is an exempt position. Executive will also be appointed as a director of Parent from the Start Date (which appointment shall be put to shareholders for election at the Annual General Meeting on 13 April 2022) and Executive’s duties in respect of that role will be performed in accordance with the Appointment Letter from Parent dated as of 21 February 2022. For the avoidance of doubt, Executive shall not undertake any other business or profession, be or become an employee or agent of any company outside of the Company Group, or hold office as a director or chairman of a company outside of the Company Group unless otherwise agreed in writing by the Board. Without limitation of any other provision of this Agreement, Executive agrees that while employed by the ​ ​ ​ ​ Company, Executive will not, without the Board’s written consent, engage in any employment or business activity that is competitive with, or that would otherwise conflict or interfere with the performance of Executive’s duties and responsibilities for the Company Group. Notwithstanding anything in this Agreement or otherwise to the contrary, Executive will be permitted, to the extent such activities do not interfere with the performance of his duties and responsibilities, to (x) manage Executive’s (and his immediate family’s) personal, financial and legal affairs and (y) if agreed in writing by the Board, serve on civic or charitable boards or committees. Executive shall take any such actions as are necessary to ensure compliance by Executive and the Company Group with each member of the Company Group’s respective Articles of Association, policies and procedures and internal control frameworks, and with prevailing law and regulations. Executive shall comply with the UK Market Abuse Regulation and any regulations made under it, and all applicable rules made by the FCA, the only compensation paid to London Stock Exchange plc and any other authority that regulates Parent or any member of the Company Group and understands that breach of their requirements may carry sanctions including criminal liability, and disciplinary action by the Company and/or by the relevant regulatory authority. Executive shall be through this Agreement. In such positions, Executive shall have such duties and authority that are provided with a customary induction programme for those positions a new executive director 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 Parent commensurate 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 experience of the companies in which such investments are made. Executive may also serve on boards of directors UK governance regime and other positions with non-profit and for-profit organizations as to which the Board may appropriate ongoing training 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.time. ​

Position. (a) At the start of During the Employment Term, Executive shall serve as the Senior Company’s Executive 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 positionsposition, Executive shall have such the powers, duties and authority responsibilities that are customary for those positions of companies such position in a corporation of the size, type and nature of the Company and shall perform such other duties as the Company’s Board of Directors or Company’s Chief Executive Officer (“CEO”), as the case may be, shall determine in their reasonable discretion, including those duties currently performed on behalf of the Company’s affiliates. In addition, Executive shall act as the Company’s interim Chief Financial Officer commencing after the audit of the Company’s books and records for the fiscal year ended April 30, 2006 shall have been delivered and accepted by the Company and thereafter until his replacement shall have been appointed. Executive acknowledges that during shall report exclusively to the Employment Term, he may spend a significant amount of his time traveling for purposes of Company businessCompany’s CEO. Executive acknowledges that as an exempt member of management he will neither be paid for any overtime or excess time for hours exceeding shall comply with all federal, state and local laws applicable to his duties and also shall comply with 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 rules and regulations of any extra hours or weekend workself-regulatory organization (as such term is defined in Rule 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) having jurisdiction over the Company. (b) During the Employment Term, Executive shall will devote an appropriate amount of his full business time and energy to the business performance of his duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit without the prior written consent of the CEO. Nothing contained herein shall preclude Executive from (i) serving on corporate, civic and charitable boards or other pecuniary advantage, unless committees and (ii) managing his personal investments; provided that none of the Company consents to activities set forth in clauses (i) and (ii) interfere in any material respect with the performance of Executive’s involvement employment hereunder or conflict in such any material respect with the 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 Company; and further provided that no 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 employment activities shall be conducted at the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed Company’s offices or conditioned, so long as such service does not materially interfere with Executiveusing the Company’s obligations hereunder or violate Sections 9 and 10 hereoffacilities.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice PresidentChairman, Co-Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)and, subsidiaries and affiliates (collectivelyto the extent elected, the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by Co-Chairman of the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided however, ) and shall serve as an officer of the only compensation paid to Executive shall be through this AgreementPartnership. In such positions, Executive shall have the authority commensurate with such duties positions and authority that are customary for those positions of companies of such duties, commensurate with such positions, as shall be determined from time to time by the size, type Partnership and nature of the Company. Board and Executive acknowledges that during shall report directly to the Board. b. 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 Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without the Company consents to prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s involvement in such business activity in writing. In additionpersonal investments, this restriction shall not be construed (y) from continuing to serve on any board of directors, or as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation trustee, of any business corporation or any charitable organization on which Executive serves as of the companies in Effective Date and which such investments are made. Executive may also serve have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; and other positions with non-profit and for-profit organizations as (z) subject to which the prior approval of the Board may from time to time consent, (which consent shall not be unreasonably withheld), delayed from accepting appointment to or conditionedcontinuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, so long as and in the aggregate, that such service does activities do not conflict or materially interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 8 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and 10 hereofthe Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. (a) At Executive shall continue to serve as Chief Financial Officer, Senior Vice President and Treasurer. During the start term of Executive’s employment with the Company, Executive will devote Executive’s diligent efforts to the business of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer of the Company Company. 1. 2Duties and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupationLocation. Executive shall also serve in perform such positions for the PBF Companies duties as determined are required by the Board of Directors of PBF Energy Inc. (Company’s Chief Executive Officer, to whom Executive will report. Executive’s primary office location shall be the “Board”)Company’s Santa Xxxxxxx office. The Company reserves the right to reasonably require Executive to perform Executive’s duties at places other than Executive’s primary office location from time to time, provided however, the only compensation paid and to require reasonable business travel. Executive shall be through this Agreementdevote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, except for approved vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies. In such positions, Executive shall have such duties and authority not engage in any other business, profession or occupation for compensation or otherwise that are customary for those positions would conflict or interfere with the rendition of companies of the size, type and nature of services to the Company. Executive acknowledges , either directly or indirectly; provided 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 nothing 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 preclude Executive from investing his assets (i) managing personal investments, (ii) serving on civic or charitable boards or committees, (iii) engaging in business or professional activities for compensation from a form third party, for 40 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 conditionedfewer hours per calendar year, so long as such service does activities do not compete with the Company, and (iv) with the prior approval from the Chief Executive Officer or Chairman of the Board (not to be unreasonably withheld or delayed), serving on the board of directors of other for-profit companies that do not compete with the Company, so long as all such activities described in clauses (i) through (iv) herein do not materially interfere with the performance of Executive’s obligations hereunder or violate Sections 9 duties and 10 hereofresponsibilities under this Agreement.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Co-Chief Financial Executive Officer, Chief Investment Officer and Director and shall serve as an 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 AgreementPartnership. In such positions, Executive shall have the authority commensurate with such duties positions and authority that are customary for those positions of companies of such duties, commensurate with such positions, as shall be determined from time to time by the size, type Partnership and nature of the Company. Board and Executive acknowledges that during shall report directly to the Board. b. 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 Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without the Company consents to prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s involvement in such business activity in writing. In additionpersonal investments, this restriction shall not be construed (y) from continuing to serve on any board of directors, or as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation trustee, of any business corporation or any charitable organization on which Executive serves as of the companies in Effective Date and which such investments are made. Executive may also serve have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; and other positions with non-profit and for-profit organizations as (z) subject to which the prior approval of the Board may from time to time consent, (which consent shall not be unreasonably withheld), delayed from accepting appointment to or conditionedcontinuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, so long as and in the aggregate, that such service does activities do not conflict or materially interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 8 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and 10 hereofthe Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. (ai) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer of Franchise Group, reporting to the Chief Executive Officer of Franchise Group. In such position, Executive shall have such duties, responsibilities and authority as is customarily associated with such position and shall have such other duties, as may be reasonably assigned from time to time by the Chief Executive Officer of Franchise Group, consistent with Executive’s position and the terms of this Agreement. (ii) Executive shall devote substantially all of Executive’s business time and efforts to the performance of Executive’s duties on behalf of the Company, and will not engage in or be concerned with any other commercial duties or pursuits, either directly or indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) continuing to engage in the outside, activities disclosed here: [_________] (if left blank, then there are no such activities for which approval has been provided); (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Company’s reasonable opinion, interfere with the performance of Executive’s duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. (iii) Executive’s principal place of employment shall be based in Shrewsbury, MA as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its direct Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupationresponsibilities under this Agreement. Executive shall also serve in such positions for submit to the PBF Companies as determined by Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the Board business of Directors of PBF Energy Inc. the Company (the “BoardCompany Opportunities”), provided however, . Unless approved by the only compensation paid to Executive shall be through this Agreement. In such positionsBoard, Executive shall have such duties and authority that are customary for those positions of companies of the sizenot accept or pursue, type and nature of the Company. Executive acknowledges that during the Employment Termdirectly or indirectly, he may spend a significant amount of his time traveling for purposes of any 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 Opportunities on 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 hereofown behalf.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Company's chief executive officer and Chief Financial Internet 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 AgreementParent. In such positionsposition, Executive shall have such duties and authority customary to the internet industry (with the understanding that are customary for those positions the Company is no longer a stand-alone public company) reporting to the chief executive officer of companies Parent (the "CEO"), such duties and authority to include, but not be limited to, (i) supervision and oversight of all internet content, initiatives and acquisitions by Parent and its subsidiaries worldwide including the activities of Company to integrate Parent's traditional media operating units with the internet operations of the size, type Company and nature of (ii) responsibility for all plans and strategy consistent with budgets and policies prepared and/or recommended by Executive and approved by the CompanyCEO. Executive acknowledges that during integration of the traditional media with the internet operations referred to in (i) above will develop and increase over time and that such development shall not, in and of itself, constitute a diminution of the duties or authority of the Executive. Executive further acknowledges that it is not inconsistent with the duties and authority of the Executive described above to have joint reporting by the Parent's operating units to the Executive and other operating executives of Parent, provided that the Company shall report solely to Executive. Executive shall also serve as a member of the Board of Directors of the Parent, the Company or any of their subsidiaries without additional compensation. b. 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 Executive's full business time and energy best commercial efforts to the business performance of Executive's duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the CEO; provided that nothing herein shall preclude Executive, subject to the prior approval of the CEO, from accepting appointment to or continue to serve on any board of directors or trustees of any business activitycorporation or any charitable organization; provided in each case, 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 and in the operation of any of the companies in which aggregate, that 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 activities do not be unreasonably withheld, delayed conflict or conditioned, so long as such service does not materially interfere with the performance of Executive’s obligations 's duties hereunder or violate Sections 9 and 10 hereofconflict with Section 9.

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 her primary occupation. This agreement shall supersede and replace any other letters, agreements or terms concerning Executive’s employment previously agreed to between the PBF Companies and Executive. 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 she may spend a significant amount of his her time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he she 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 her 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.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Co-Chief Financial Executive Officer, Chief Investment Officer and Director and shall serve as 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 AgreementPartnership. In such positions, Executive shall have the authority commensurate with such duties positions and authority that are customary for those positions of companies of such duties, commensurate with such positions, as shall be determined from time to time by the size, type Partnership and nature of the Company. Board and Executive acknowledges that during shall report directly to the Board. b. 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 Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without the Company consents to prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s involvement in such business activity in writing. In additionpersonal investments, this restriction shall not be construed (y) from continuing to serve on any board of directors, or as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation trustee, of any business corporation or any charitable organization on which Executive serves as of the companies in Effective Date and which such investments are made. Executive may also serve have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; and other positions with non-profit and for-profit organizations as (z) subject to which the prior approval of the Board may from time to time consent, (which consent shall not be unreasonably withheld), delayed from accepting appointment to or conditionedcontinuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, so long as and in the aggregate, that such service does activities do not conflict or materially interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 8 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and 10 hereofthe Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. (a) At Company agrees to employ Employee in the start position of President of the Employment TermCompany. Employee will report to Xxxxxxxxxxx X. Xxxxxxx, Executive shall serve as the Senior Vice President, President and Chief Financial Operating Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)EPIQ. Employee's primary duties shall include, subsidiaries and affiliates (collectivelybut not be limited to, the “PBF Companies”) as his primary occupation. Executive shall also serve general management of the BSI business unit; the maintenance of the existing Debtor in such positions Possession and law firm relationships; the development of new Debtor in Possession and law firm relationships; the maintenance and support of the Company's existing relationships following the date of this Agreement; the development and implementation of a business plan for the PBF Companies Company, and such further duties as determined by the Board of Directors of PBF Energy Inc. (the “Board”), provided however, the only compensation paid Company may from time to Executive time assign to Employee. Employee's principal location for employment shall be through this Agreement. In such positionsNew York, Executive New York, although both Employee and Company agree that travel will be required to perform Employee's duties, consistent with past practice, which shall have such include travel in connection with attendance at quarterly meetings at EPIQ's headquarters in Kansas City, Kansas, and the performance of special projects for Company, including, but not limited to, duties and authority that are customary for those positions of companies of the size, type and nature of the related to potential acquisitions by 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 Employee shall devote an appropriate amount all of Employee's working time and energy to such employment, shall devote Employee's best efforts to advance the business and affairs interests of the PBF Companies Company, and shall not be engaged engage in any other business activityactivities, as an employee, director, consultant, or in any other capacity, whether or not such business activity is pursued for gainEmployee receives any compensation therefore, profit or other pecuniary advantage, unless that interfere with the Employee's employment by the Company consents without the prior written consent of the Board of Directors of the Company. It is understood that Employee shall perform to Executive’s involvement in such business activity in writingthe same high standards, quality and efforts with which he performed his role at the Company prior to the execution of this Employment Agreement. (c) The term of Employee's employment under this Agreement shall commence on the Effective Date and shall continue during the period ending on the fifth anniversary of the Effective Date (the "Initial Term"). In additionthe event the parties wish to renew this Agreement beyond the Initial Term, this restriction the Company and Employee must give six (6) months written notice to the other party hereto of such intention to renew. This Agreement shall not be construed renew without the written consent of both parties. The Initial Term, together with the extension pursuant to this Section 1(c), as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in applicable, is referred to herein as 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 hereofTerm.

Position. (a) At the start of the Employment Term, Executive shall serve a. Upon your written resignation as the Senior Vice PresidentCompany’s CEO, Chief Financial Officer you will become Executive Chairman 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”)Company as of the Effective Date first written above, provided howeverworking out of the Company’s offices in South San Francisco, California. You will as your title suggests remain a member of the Board of Directors of the Company. b. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof. During the term of your employment, you further agree that you will devote 60% of your business time and attention to the business of the Company, the only compensation paid Company will be entitled 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 all of the sizebenefits and profits arising from or incident to all such work services and advice, type you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation without the prior consent of the Company’s Board of Directors, and nature you will not directly or indirectly engage or participate in any business that is competitive in any manner with the business of the Company. Executive acknowledges Nothing in this letter agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on board of charitable organizations or otherwise participating in civic, charitable or fraternal organizations, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange. It is contemplated that during the Employment Term, he you may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that serve as an exempt member advisor to certain life science venture organizations and/or on the board of management he directors of other, non-competitive companies, and the Sunesis Board of Directors will neither not unreasonably withhold its consent from such activities. During the first year following the Effective Date, such participation shall not exceed the greater of fifty (50) days per year (approximately one day per week) or such number of days as is required for you to serve on the board of directors of four (4) such companies. After the first year following the Effective Date, your participation on other boards shall 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 limited only by approval 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 Sunesis Board 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 hereofDirectors.

Position. (a) At The Company agrees to employ Executive in the start position of the Employment TermExecutive Vice President, General Counsel, and Secretary. Executive shall serve as and perform the Senior Vice President, duties which may from time to time be assigned to him by the Company’s Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF CompaniesCEO”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by and 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 report directly to the Chief Executive Officer. (c) Executive agrees to serve as Executive Vice President, General Counsel, and Secretary and agrees that he will devote an appropriate amount his best efforts and substantially all of his business time and energy attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of these positions; provided, however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of organizations, speaking engagements and memberships on the boards of directors of other organizations, so long a such activities do not interfere with the performance of Executive’s duties hereunder, and do not represent a conflict of interest. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the business Company, including, but not limited to, those established by the Department of Insurance, the Securities and affairs Exchange Commission, or any self-regulatory organization having jurisdiction or authority over the Executive or the Company. (d) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (e) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the PBF Companies Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement 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 otherwise affect any of the companies in which such investments are made. rights or responsibilities of the Company or 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 consenthereunder, which consent shall including, but not be unreasonably withheldlimited to, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 level of compensation. (f) The position of Executive Vice President, General Counsel, and 10 hereofSecretary shall be located at the Company’s corporate office in Xxxx Ridge, Illinois.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Executive Vice President, President and Chief Financial Officer of the Company and its direct and indirect parents (including PBF Energy Inc.the "EXECUTIVE VICE PRESIDENT"), subsidiaries reporting directly to the Chief Operating Officer of the Company and affiliates (collectively, the “PBF Companies”) as his primary occupationChief Executive Officer of the Company. Executive shall also serve in such positions for the PBF Companies as determined If requested by the Board of Directors of PBF Energy Inc. the Company (the “Board”"BOARD"), provided however, the only compensation paid to Chief Executive shall be through this Agreement. In such positionsOfficer or the Chief Operating Officer, Executive shall have such duties also serve on the Board and authority that are customary for those positions committees thereof, as an executive, officer and director of subsidiaries of the Company and/or as a director of associated companies of the size, type Company without additional compensation and nature subject to any policy of the Compensation Committee of the Company. Executive acknowledges that during 's Board (the Employment Term, he may spend a significant amount "COMPENSATION COMMITTEE") with regard to retention or turnover 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 workdirector's fees. (b) Executive shall devote an appropriate amount of time have such duties and energy authority, consistent with his position, as shall be assigned 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 him from time to time consentby the Chief Executive Officer. (c) During the Employment Term, which consent Executive shall devote substantially all of his business time and efforts to the performance of his duties hereunder. Nothing contained herein shall be construed to prohibit Executive from (i) owning less than ten percent (10%) of the outstanding securities of any publicly traded entity, (ii) pursuing any business opportunity that is not be unreasonably withheldin Competition, delayed or conditioned, so long as such service term is defined in Section 10(b) below, with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other than entities in which the Company or its subsidiaries make a nominal investment) (provided the time devoted by Executive to such personal investment does not materially interfere with Executive’s obligations 's duties hereunder), (iii) continuing service as a managing director, manager, partner, or member, directly or indirectly, of any investment management business in which Executive serves in such capacity on the Commencement Date, (iv) continuing service on any board of directors on which Executive serves as of the Commencement Date or service as a director of a company that is not in Competition with the Company or its subsidiaries or any portfolio company in which the Company or its subsidiaries hold securities (other than entities in which the Company or its subsidiaries make a nominal investment), provided, however, that Executive shall not hold more than three (3) board seats at any time exclusive of his membership (if any) on the Board or the board of directors of any subsidiary or affiliate of the Company, or (v) service on the boards of directors of a reasonable number of charitable organizations so long as such service is not inconsistent with his position and duties hereunder (such activities described in clause (i), (ii), (iii), (iv) or violate Sections 9 (v) immediately preceding being herein referred to as the "ALLOWED ACTIVITIES"). Executive shall be entitled to retain any consideration that he receives from service permitted by clauses (iii) and 10 (iv) of the immediately preceding sentence on any board of directors of a corporation unrelated to the Company. For purposes hereof, a "nominal investment" of the Company or its subsidiaries will be determined in relation to the size of investments made from time to time by the Company or its subsidiaries in its portfolio companies (including, without limitation, investments made in exchange for cash, securities or services rendered).

Position. (ai) At the start of the Employment Term, Executive shall serve as in the Senior Vice President, position of Chief Financial 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 Agreementa full-time capacity. In such positionsposition, Executive shall have such duties and authority that are customary for those positions of companies as is customarily associated with such position and shall have such other titles, duties and responsibilities, consistent with Executive’s position, as may be assigned from time to time by the Board, and upon request of the sizeBoard, type and nature Executive shall serve as an officer or director of any Company affiliates. Executive will be based at the Company’s headquarters in Denver, Colorado, subject to reasonable required travel on the Company’s business. (ii) Xxxxxxx shall take such action as may be necessary to cause Executive to become a member of the CompanyBoard as of the Effective Date, or if later, as of the date on which the Company receives its discharge in bankruptcy and appoints a new Board or Directors. Executive acknowledges that Thereafter, during the Employment Term, he may spend the Board shall nominate Executive for re-election as a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he will neither the Board at the expiration of the then current term, provided that the foregoing shall not be paid for any overtime required to the extent prohibited by legal 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 workregulatory requirements. (biii) Executive shall devote an appropriate amount of Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business activitycorporation or any charitable organization, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless the Company consents to serving on civic and charitable institutions and managing Executive’s involvement personal financial affairs; further provided in each case, and in the aggregate, that such business activity in writing. In addition, this restriction shall activities do not be construed as preventing Executive from investing his assets in a form conflict or manner that will not require unreasonably interfere with the performance of Executive’s services in duties hereunder or conflict with Section 7. Notwithstanding anything to the operation of any contrary herein, during the Employment Term, Executive may continue to serve as a member of the companies in which such investments are made. Executive may also serve on boards Board 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.Directors of Denbury Resources Inc.

Position. (a) At the start of the Employment Term, i. Executive shall serve as the Senior Vice PresidentChief Franchising Officer of Franchise Group, reporting to the Chief Financial Executive Officer of Franchise Group. In such position, Executive shall have such duties, responsibilities and authority as is customarily associated with such position and shall have such other duties, as may be reasonably assigned from time to time by the Chief Executive Officer of Franchise Group, consistent with Executive’s position and the terms of this Agreement. ii. Executive shall devote substantially all of Executive’s business time and efforts to the performance of Executive’s duties on behalf of the Company, and will not engage in or be concerned with any other commercial duties or pursuits, either directly or indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) continuing to engage in the outside, activities disclosed here: [_________] (if left blank, then there are no such activities for which approval has been provided); (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Company’s reasonable opinion, interfere with the performance of Executive’s duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group. i. Executive’s principal place of employment shall be based in Atlanta, GA as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its direct Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupationresponsibilities under this Agreement. Executive shall also serve in such positions for submit to the PBF Companies as determined by Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the Board business of Directors of PBF Energy Inc. the Company (the “BoardCompany Opportunities”), provided however, . Unless approved by the only compensation paid to Executive shall be through this Agreement. In such positionsBoard, Executive shall have such duties and authority that are customary for those positions of companies of the sizenot accept or pursue, type and nature of the Company. Executive acknowledges that during the Employment Termdirectly or indirectly, he may spend a significant amount of his time traveling for purposes of any 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 Opportunities on 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 hereofown behalf.

Position. (a) At Executive’s employment with the start of the Employment TermCompany started on December 27, 2006 and all his rights with respect to seniority shall be based on such date. Executive shall serve as continue to be employed by the Senior Vice President, Company to render services to the Company in the position of Chief Financial Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)in respect of his duties as such, 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 report to the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided howeverand will also hold the position of Chief Executive Officer of Mobileye N.V., the only compensation paid Company’s parent company (the “Parent”), reporting in such capacity to the entire Board of Directors of the Parent (the “Parent’s Reportee”). Executive shall perform such duties as are customary in the foregoing positions, or as directed by the Board and the Parent’s Reportee, respectively, without any additional compensation for the performance of his duties as Chief Financial Officer of the Parent. Executive shall abide by the Company’s and the Parent’s rules and practices, as adopted or modified from time to time in the Board’s and the Parent’s Reportee’s sole discretion. It is agreed that Executive’s position is a management one and/or one that requires a special degree of personal trust, as defined in the Working Hours and Rest Law, 1951. Therefore, Executive shall not be through granted any other compensation or payment other than as expressly specified under this Agreement. In such positions, Executive shall have such duties undertakes not to claim that the Working Hours and authority that are customary for those positions of companies of the size, type and nature of Rest Law applies to his employment with the Company. Executive acknowledges that the legitimacy of the Company’s requirement to work “overtime” or during “weekly rest-hours” without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined in the Employment TermWorking Hours and Rest Law), he may spend a significant amount and Executive undertakes to comply with such requirements of his time traveling for purposes of Company businessthe Company, to the extent reasonably possible. 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 compensation to which Executive as set forth in is entitled pursuant to this Agreement covers the remuneration of constitutes adequate compensation for his work during “overtime” or “weekly rest-hours”. This Agreement is considered as a personal employment agreement. Nothing herein shall derogate from any extra hours right Executive may have, if at all, in accordance with any law, expansion order, collective bargaining agreement, employment agreement or weekend work. (b) Executive shall devote an appropriate amount of time and energy any other agreement with respect to the business and affairs terms 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 writingemployment, if relevant. In addition, Any previously signed employment agreement will be terminated upon signing 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 hereofAgreement.

Position. (a) At 2.1 During the start of period beginning on the Employment TermCommencement Date and ending no later than August 31, 2007, the Executive shall serve as an employee and executive of the Senior Vice PresidentCompany. At such time as the board of directors of the Company and the Executive mutually agree, but no sooner than the date that Parent files its Annual Report on Form 10-K under the Securities Exchange Act of 1934, as amended, for its 2006 fiscal year and Quarterly Reports on Form 10-Q for the first, second and third quarters for its 2006 fiscal year with the Securities and Exchange Commission (“SEC”), and no later than August 31, 2007, the Executive shall transition to the position of President and Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)Parent, subsidiaries and affiliates (collectively, at which time the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for be appointed as a member of the PBF Companies Company’s and Parent’s board of directors (hereinafter, individually or collectively, as determined by the Board of Directors of PBF Energy Inc. (context may dictate, the “Board”). At that time, provided however, Executive (i) shall enter into the only compensation paid standard indemnity agreement applicable to Executive officers and directors of the Company and Parent; and (ii) shall be through this Agreementprovided with coverage under any directors and officers liability insurance maintained by the Company during the Period of Employment. In all such positions, the Executive shall have such duties duties, authority and authority that responsibilities as are customary for those positions of companies of commensurate and consistent with the sizeExecutive’s title and as shall be determined from time to time by the Board. While employed by the Company hereunder, 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 report directly and energy solely 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 writingBoard. In addition, this restriction while employed by the Company hereunder, the Executive will devote his full business time and best efforts to the performance of the Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services to the Company either directly or indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, it shall not be construed as preventing a violation of this Agreement for the 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 to serve on boards the board of directors of Micron Technology, Inc., PD Financial d/b/a Peach Direct, 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 conditionedWireless Toyz, so long as such service is consistent with the Company’s ethics codes and other conflicts of interests policies in effect from time to time and this Agreement, and does not materially interfere with the performance of the Executive’s obligations hereunder duties under this Agreement. Subject to the Board’s prior approval (which approval shall not be unreasonably withheld), the Executive may also continue to serve on the board(s) of any charitable or violate Sections 9 other non-profit entities on which he currently serves provided such activities are consistent with the Company’s ethics codes and 10 hereofother conflicts of interests policies in effect from time to time and this Agreement and do not unreasonably interfere with the performance of Executive’s duties under this Agreement. Any new or additional for-profit or non-profit board service must be approved in advance by the Board. 2.2 The Executive’s principal place of employment shall be at the Company’s corporate headquarters in Phoenix, Arizona.

Position. (a) At During the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial 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 AgreementCompany. In such positionsposition, Executive shall have the customary powers, responsibilities and authorities of officers in such duties and authority that are customary for those positions position of companies corporations of the size, type and nature of the Company including being generally responsible for the day-to-day operations of the Company. Executive acknowledges that during the Employment Term, he may spend a significant amount of his time traveling for purposes of Company ’s business. Executive acknowledges that shall perform such duties and exercise such powers commensurate with his positions and responsibilities as an exempt member shall be determined from time to time by the Board of management he will neither be paid for any overtime or excess time for hours exceeding Directors of 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 Company (the remuneration of any extra hours or weekend work. (b“Board”) Executive and shall devote an appropriate amount of time and energy report directly 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 writingBoard. In addition, this restriction Executive shall not be construed have such other duties, functions and responsibilities 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 consentassign. Executive’s initial place of employment shall be San Francisco, California. (b) On the Effective Date, Executive shall be appointed to the Board. The Company shall, during the remainder of the Term, use its best efforts to have Executive nominated for election and re-election as a Board member at all meetings of the Company’s shareholders held during the Term at which consent Board members are to be elected. (c) Executive shall be provided with an office, staff and other working facilities at an office of the Company in San Francisco, California consistent with his position and as required for the performance of his duties to the Company. (d) In the performance of his duties and the execution of his powers hereunder, Executive shall: (i) devote his knowledge, skill and entire working time, attention and energies to the performance of the duties outlined above, faithfully, competently, diligently and to the best of his ability, all as is necessary to advance and promote the interests of the Company and assure its proper management; (ii) not, directly or indirectly, engage in any activity that interferes or conflicts with his full-time commitment to the Company, adversely affects the proper discharge of his duties or is in conflict with the interests of the Company, unless such activity is approved by the Board; provided, however, Executive may devote time to personal investments, philanthropic service or other personal matters with the approval of the Board, not to be unreasonably withheld; and (iii) comply with all applicable policies and procedures of the Company, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereofincluding any regulatory requirements.

Position. (a) At Executive’s employment with the start of the Employment TermCompany started on March 1, 1999 and all his rights with respect to seniority shall be based on such date. Executive shall serve as continue to be employed by the Senior Vice President, Company to render services to the Company in the position of Chief Financial Technology Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)in respect of his duties as such, 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 report to the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided howeverand will also hold the position of Chief Technology Officer, executive director (uitvoerende bestuurder) and Chairman of Mobileye N.V., the only compensation paid Company’s parent company (the “Parent”), reporting in such capacity to the entire Board of Directors of the Parent (the “Parent’s Reportee”), including the non-executive directors (niet-uitvoerende bestuurders) of the Parent’s Reportee in their supervisory capacity. Executive shall perform such duties as are customary in the foregoing positions, or as directed by the Board and the Parent’s Reportee, respectively, without any additional compensation for the performance of his duties as Chief Technology Officer, director and Chairman of the Parent. Executive shall abide by the Company’s and the Parent’s rules and practices, as adopted or modified from time to time in the Board’s and the Parent’s Reportee’s sole discretion. It is agreed that Executive’s position is a management one and/or one that requires a special degree of personal trust, as defined in the Working Hours and Rest Law, 1951. Therefore, Executive shall not be through granted any other compensation or payment other than as expressly specified under this Agreement. In such positions, Executive shall have such duties undertakes not to claim that the Working Hours and authority that are customary for those positions of companies of the size, type and nature of Rest Law applies to his employment with the Company. Executive acknowledges that the legitimacy of the Company’s requirement to work “overtime” or during “weekly rest-hours” without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined in the Employment TermWorking Hours and Rest Law), he may spend a significant amount and Executive undertakes to comply with such requirements of his time traveling for purposes of Company businessthe Company, to the extent reasonably possible. 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 compensation to which Executive as set forth in is entitled pursuant to this Agreement covers the remuneration of constitutes adequate compensation for his work during “overtime” or “weekly rest-hours”. This Agreement is considered as a personal employment agreement. Nothing herein shall derogate from any extra hours right Executive may have, if at all, in accordance with any law, expansion order, collective bargaining agreement, employment agreement or weekend work. (b) Executive shall devote an appropriate amount of time and energy any other agreement with respect to the business and affairs terms 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 writingemployment, if relevant. In addition, Any previously signed employment agreement will be terminated upon signing 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 hereofAgreement.

Position. (a) At the start of the Employment Term, Executive shall serve as the a Senior Vice President, Chief Financial Officer 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, and in such role shall serve as the President of the Company’s affiliate, PBF Logistics GP LLC. 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. Executive’s primary work location shall be the Company’s offices in W. Palm Beach, FL. (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.

Position. (ai) At the start of the Employment Term, Executive shall serve as the Senior Vice PresidentChief Executive Officer of ValueVision, Chief Financial Officer accountable to the Board. In such position, Executive shall have such duties, responsibilities and authority as is customarily associated with such position and shall have such other duties, as may be reasonably assigned from time to time by the Board, consistent with Executive’s position and the terms of this Agreement. In addition, during the Term, the Executive shall be a member of the Board, subject to the approval of the ValueVision shareholders. (ii) Executive shall devote substantially all of his business time and efforts to the performance of his duties on behalf of the Company, and will not engage in or be concerned with any other commercial duties or pursuits, either directly or indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) continuing to engage in the outside, activities disclosed here: all production services relating to the feature film projects currently entitled SHOE ADDICTS ANONYMOUS and HERE LIES XXXXXXX, and any transaction contemplated thereby (if left blank, then there are no such activities for which approval has been provided); (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Company’s reasonable opinion, interfere with the performance of his duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Company. Executive shall be responsible for complying with all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of his duties on behalf of the Company. (iii) Executive’s principal place of employment shall be based in Eden Prairie, Minnesota as of the Effective Date. At any time, the Board may determine that the Executive’s principal place of employment shall be in the New York Metropolitan Area, provided that the Company shall pay for all reasonable costs and expenses incurred by Executive and his family to relocate to the New York Metropolitan area consistent with such relocation assistance as is offered by ValueVision at that time to its senior executives who are relocating. If the Executive’s principal place of employment is in Minnesota, then Executive also shall work in ValueVision’s New York City office as necessary. In addition, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its direct Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and indirect parents responsibilities under this Agreement. (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”iv) as his primary occupation. Executive shall also serve in such positions for submit to the PBF Companies as determined by Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the Board business of Directors of PBF Energy Inc. the Company (the “BoardCompany Opportunities”), provided however, . Unless approved by the only compensation paid to Executive shall be through this Agreement. In such positionsBoard, Executive shall have such duties and authority that are customary for those positions of companies of the sizenot accept or pursue, type and nature of the Company. Executive acknowledges that during the Employment Termdirectly or indirectly, he may spend a significant amount of his time traveling for purposes of any 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 Opportunities on 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 hereofown behalf.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer Western Region 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.

Position. (a1) At It is contemplated that during the start COC Employment Period the Executive will continue to serve as a principal officer of the Employment Term, Executive shall serve Corporation and as the Senior Vice President, Chief Financial Officer a member of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) Board of Directors if serving as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by a member of the Board of Directors immediately prior to a Change of PBF Energy Inc. (Control, as defined in Section 12(B) below, with the “Board”office(s) and title(s), provided however, reporting responsibility and duties and responsibilities of the only compensation paid to Executive shall be through on the date of this Agreement. In such positions, Executive shall have such duties and authority that are customary for those positions of companies of as the size, type and nature of the Company. Executive acknowledges that during the Employment Term, he same 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 changed from time to time consentafter the date of this Agreement and prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above. (2) The office(s), title(s), reporting responsibility, duties and responsibilities of the Executive on the date of this Agreement, as the same may be changed from time to time after the date of this Agreement and prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, shall be summarized in Exhibit A to this Agreement, it being understood and agreed that if, as when the office(s), title(s), reporting responsibility, duties and responsibilities of the Executive shall be changed prior to the date this Agreement becomes operative pursuant to the provisions of Section 1(A) above, Exhibit A shall be deemed to be and shall be updated by the parties to reflect such change; provided, however, that Exhibit A is intended only as memorandum for the convenience of the parties and shall be disregarded if and to the extent that, at the time this Agreement becomes operative, Exhibit A shall fail to reflect accurately the office(s), title(s), reporting responsibility, duties or responsibilities of the Executive at the time because the parties shall have failed to update Exhibit A as aforesaid after the last such change prior to the date this Agreement shall have become operative. (3) At all times during the COC Employment Period, the Executive shall hold a position of responsibility and importance and a position of scope, with the functions, duties and responsibilities attached thereto, at least equal in responsibility and importance and in scope to and commensurate with his position described in general terms above in this Section 2(A) and intended to be summarized in Exhibit A to this Agreement. (4) During the COC Employment Period the Executive shall, without compensation other than that herein provided, also serve and continue to serve, if and when elected and re-elected, as an officer or director, or both, of any United States Subsidiary, division or Affiliate of the Corporation. (5) For all purposes of this Agreement, (1) a “Subsidiary” shall mean a corporation or other entity, of which consent 50% or more of the voting securities or other equity interests is owned directly, or indirectly through one or more intermediaries, by the Corporation, and (2) an “Affiliate” shall mean a corporation or other entity which is not be unreasonably withhelda Subsidiary and which directly, delayed or conditionedindirectly through one or more intermediaries, so long as such service does not materially interfere with Executive’s obligations hereunder controls, or violate Sections 9 is controlled by, or is under common control with, the Corporation. For the purpose of this definition, the terms “control”, “controls” and 10 hereof“controlled” mean the possession, direct or indirect, of the power to direct or cause the direction of the management and poli- cies of a corporation or other entity, whether through the ownership of voting securities, by contract, or otherwise.

Position. (a) At the start of a. During 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. Company’s 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 AgreementChairman. In such positionsposition and subject to the terms of this Agreement, Executive shall have such duties and authority that are customary for those positions of companies consistent with an executive officer of the sizeCompany and as shall be determined from time to time by the Board of Directors of the Company (the “Board”). During the Employment Term, type Executive shall also serve on the Board, any committees of the Board, the board of directors of subsidiaries of the Company and nature any committees thereof without additional compensation therefor. b. During the Employment Term, Executive shall serve the Company faithfully and conscientiously, shall promote the interests and reputation of the Company and shall comply with the policies of the Company. Executive acknowledges that during the Employment Term, he may spend a significant amount will be required to devote one-half of his Executive’s business 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 performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business, profession or occupation for compensation or otherwise which would violate the terms of Section 9 herein, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, from continuing to serve on any board of directors or trustees of any business activitycorporation or any charitable organization or continuing to serve in Executive’s current board positions; provided in each case, whether and in the aggregate, that (i) such activities do not conflict or interfere with Section 9, and (ii) any future board positions of Executive will require approval of the Board; provided, however, that the Executive shall be entitled to replace one board position with another with disclosure to, but not such business activity is pursued for gainapproval by, profit the Board. c. Executive shall perform her duties from Dallas, Texas, at her home or other pecuniary advantage, unless at an office as may be agreed to by the Company consents to and 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 shall travel from time to time consentto the Company’s headquarters and other locations as required to fulfill her duties hereunder. Executive shall be entitled to fly first class, which consent and shall not be unreasonably withheldprovided by the Company with business travel accidental life insurance, delayed or conditionedwith coverage at least equal to 12 months of Base Salary (as defined below). d. Executive, so long in her capacity as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 a director and 10 hereofofficer of the Company, shall have the benefit of the Indemnification Agreement attached hereto as Exhibit A (the “Indemnification Agreement”).

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer General Counsel and Secretary of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. This agreement shall supersede and replace any other letters, agreements or terms concerning Executive’s employment previously agreed to between the PBF Companies and Executive. 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.

Position. (a) At You will be employed by the start Company with the position of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer of (“CFO”). In this position, you will report to the Company and its direct and indirect parents Chief Executive Officer (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF CompaniesCEO”) and you shall have such duties and responsibilities as his primary occupation. Executive shall also serve in such positions are customary for a CFO and as may be assigned by the PBF Companies as determined by CEO or the Board of Directors of PBF Energy Inc. (the “Board”)Company. While remote work is allowed, provided howeveryou will need to travel to the Company’s San Jose, the only compensation paid California, headquarter offices, as is required to Executive shall be through this Agreement. In such positions, Executive shall have such fulfill your duties and authority that are customary for those positions of companies of responsibilities and to manage your team. Also, your position will require travel from time-to-time elsewhere throughout the sizeUnited States and internationally such as to our offices in Korea, type Japan and nature China. As an employee of the Company, you will be expected to comply with the Company’s personnel and other policies including, but not limited to, the Company’s policy prohibiting discrimination and unlawful harassment, xxxxxxx xxxxxxx, conflicts of interest and violation of applicable laws in the course of performing services to the Company. Executive acknowledges As an executive employee and officer of the Company you will be expected to administer and enforce these policies, with support from Human Resources and the Company’s legal counsel. As a full-time employee, the Company requires that you devote your full business time, attention, skills and efforts to the duties and responsibilities of your position. You agree that, during the Employment Termterm of your employment with the Company, 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 you will neither be paid for not engage in any overtime other employment, occupation, consulting, 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 other business activity directly related to the business and affairs in which the Company is now involved or becomes involved during the term of the PBF Companies and shall not be engaged your employment, nor will you engage in any other business activityactivities that conflict with your obligations to the Company. It is understood that you will be assisting your former employer (Cenntro Electric Group, whether or not such business activity is pursued Ltd.) in their transition to a new CFO immediately following your departure. In this effort you will be engaged as a consultant for gainthis purpose for approximately three (3) from your start date and this period will overlap with your initial fulltime employment at GCT. While we will accommodate this arrangement, profit or other pecuniary advantageyou agree that you will perform your duties as a full-time CFO with GCT without interruption, unless the Company consents to Executive’s involvement and that your activities 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 transition 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 your obligations hereunder or violate Sections 9 and 10 hereof.duties with respect to GCT. ​ Xx. Xxxxxx Xxxxx ​ March 7, 2024 ​ Employment Agreement ​ Page 2 of 4 ​

Position. (a) At Executive shall serve as President, AIG 21st Direct Auto. In such position, Executive’s duties shall consist of (i) overseeing the start integration of the Company and AIG Direct into AIG 21st Direct Auto (both as defined below); (ii) helping to design and implementing strategies designed to achieve AIG 21st Direct Auto’s short-term and long-term goals consistent with current Company goals; (iii) managing AIG 21st Direct Auto’s staff, including marketing, product management, actuarial, government affairs, sales and service, claims, IT, internal control, legal, accounting, and ancillary personnel, the hiring and firing of company personnel, all subject to reporting lines imposed generally on subsidiaries of Parent (decisions involving senior positions would include discussions with the Executive Vice President – Domestic Personal Lines of Parent ); (iv) preparing AIG 21st Direct Auto’s annual budgets for approval by Parent’s management (and managing to that budget and modifying the business plan as necessary); (v) maintaining controls to assure the accuracy of AIG 21st Direct Auto’s reported financial results and adherence to Parent’s protocols; and (vi) such other duties as the Board and Executive may agree upon from time to time. Executive shall report to the Executive Vice President – Domestic Personal Lines of Parent, or any successor to such position. (b) During the Employment Term, Executive shall will devote his full business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly, or serve as on any board of directors or trustees of any business corporation or any charitable or not-for-profit organization, without the Senior Vice President, Chief Financial Officer prior written consent 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 Company (the “Board”). Notwithstanding the foregoing, provided howevernothing in this Agreement shall preclude Executive (i) from managing his personal, the only compensation paid financial and legal affairs, or (ii) continuing 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 serve as a Director of the sizeLos Angeles Philharmonic. (c) The Company may require Executive to undertake reasonable business travel as necessary to implement the integration of the Company with Parent and manage the combined entity. The Company will fully reimburse Executive for travel expenses (air travel, type ground transportation, hotel, meals, etc.) incurred in the performance of Executive’s duties, in accordance with the Company’s policies. Executive will be entitled to first class air travel. (d) The Company will: (i) reimburse Executive in accordance with the policies of the Company for any reasonable relocation expenses of Executive, if the Company requires him to relocate from his Southern California residence pursuant to his duties, and nature (ii) pay and/or reimburse Executive for any reasonable security expenses, consistent with past practices 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.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, President and Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)and, subsidiaries and affiliates (collectivelyto the extent elected, the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by a member of the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided however, the only compensation paid to Executive shall be through this Agreement. In such positions, Executive shall have the authority and duties commensurate with such duties and authority that are customary for those positions of companies of positions, as shall be determined from time to time by the size, type and nature of the CompanyBoard. Executive acknowledges that during will report directly to the Board. b. 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 Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without the Company consents to prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s involvement in such business activity in writing. In additionpersonal investments, this restriction shall not be construed (y) from continuing to serve on any board of directors, or as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation trustee, of any business corporation or any charitable organization on which Executive serves as of the companies in Effective Date and which such investments are made. Executive may also serve have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; and other positions with non-profit and for-profit organizations as (z) subject to which the prior approval of the Board may from time to time consent, (which consent shall not be unreasonably withheld), delayed from accepting appointment to or conditionedcontinuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, so long as and in the aggregate, that such service does activities do not conflict or materially interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 10 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and 10 hereofthe Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. (a) At During 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 co-chief executive officer of the Company. Executive acknowledges that during shall have the Employment Termauthority and duties commensurate with such position, 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 shall 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 determined from time to time consentby the Chief Executive Officer of PDI. Executive shall report to the Chief Executive Officer of PDI. Executive shall serve on the Executive Committee of PDI. During the Term, and excluding any periods of vacation and sick leave to which the Executive may be entitled, Executive will devote Executive’s full business time and attention to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise that would conflict or materially interfere with the performance of such services either directly or indirectly, without the prior written consent of the Chief Executive Officer of PDI; provided, however, that notwithstanding the foregoing, during the Term, it shall not be unreasonably withhelda violation of this Agreement for Executive to engage in any of the following activities: (A) serve on boards, delayed committees or conditionedsimilar bodies of charitable or nonprofit organizations; (B) fulfill limited teaching, speaking and writing engagements; (C) continue to serve as an officer, director and member of iLights, LLC; and/or (D) Executive’s management of personal investments that do not require the Executive’s active participation in the management or the operation of such investments; in each case, so long as such service does not activities do not, individually or in the aggregate, conflict or materially interfere with the performance of the Executive’s obligations hereunder duties and responsibilities under this Agreement, and subject to the prior consent and approval of the Chief Executive Officer of PDI in the case of the activities described in (A) and (B), which consent and approval shall not be unreasonably withheld or violate Sections 9 and 10 hereofconditioned. For the avoidance of doubt, notwithstanding the forgoing, Executive shall be permitted to serve as a member of the board of directors of Leukemia & Lymphoma Society, a not-for-profit organization.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer Head of Refining of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. This agreement shall supersede and replace any other letters, agreements or terms concerning Executive’s employment previously agreed to between the PBF Companies and Executive. Executive will be expected to travel up to 75% of the time in connection with performing his duties and 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.

Position. (a) At The Company agrees to employ Executive in the start position of the Employment Term, Executive Vice President and President—Retail Agency Group. Executive shall serve as and perform the Senior Vice President, duties which may from time to time be assigned to him by the Company’s Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF CompaniesCEO”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by and 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 report directly to the Chief Executive Officer. (c) Executive agrees to serve as Executive Vice President and President—Retail Agency Group and agrees that he will devote an appropriate amount his best efforts and substantially all of his business time and energy attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of these positions; provided, however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of organizations, speaking engagements and memberships on the boards of directors of other organizations, so long a such activities do not interfere with the performance of Executive’s duties hereunder, and do not represent a conflict of interest. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the business Company, including, but not limited to, those established by the Department of Insurance, the Securities and affairs Exchange Commission, or any self-regulatory organization having jurisdiction or authority over the Executive or the Company. (d) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (e) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the PBF Companies Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement 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 otherwise affect any of the companies in which such investments are made. rights or responsibilities of the Company or 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 consenthereunder, which consent shall including, but not be unreasonably withheldlimited to, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 level of compensation. (f) The position of Executive Vice President and 10 hereofPresident—Retail Agency Group shall be located at the Company’s corporate office in Xxxx Ridge, Illinois.

Position. (ai) At the start of the Employment Term, Executive shall serve as the Senior Vice President, President & Chief Financial Executive Officer of Franchise Group, reporting to the Company and its direct and indirect parents (including PBF Energy Inc.)Board of Directors of Franchise Group. In such position, subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive shall also serve in have such positions for the PBF Companies duties, responsibilities and authority as determined is customarily associated with such position and shall have such other duties, as may be reasonably assigned from time to time by the Board of Directors of PBF Energy Inc. Franchise Group, consistent with Executive’s position and the terms of this Agreement. (ii) Executive shall devote sufficient business time and attention to the “Board”)business of the Company as necessary in order to perform Executive’s duties in a competent, provided diligent, and professional manner. Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the only compensation paid to Executive shall be through this Agreement. In such positionsCompany’s reasonable opinion, Executive shall have such materially interfere with the performance of Executive’s duties and authority that are customary for those positions of companies on behalf of the sizeCompany, type create any conflict of interest as it relates to the Company, and nature are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Company. Executive acknowledges shall be responsible for complying with all policies and operating procedures of the Company applicable to all senior executives of the Company (that during are provided or made available to the Employment TermExecutive) in the performance of Executive’s duties on behalf of the Company, 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 including any overtime clawback 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 workrecoupment policy adopted by Franchise Group. (biii) Executive’s principal place of employment shall be based in Orlando, Florida as of the Effective Date. Notwithstanding the foregoing, Executive shall devote an appropriate amount travel to such other places, including, without limitation, the site of such facilities of the Company and its Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and energy responsibilities under this Agreement. Executive shall submit to the Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the business and affairs of the PBF Companies and Company (the “Company Opportunities”). Unless approved by the Board, Executive shall not be engaged in accept or pursue, directly or indirectly, any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless the Company consents to Opportunities on 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 hereofown behalf.

Position. (a) At The Company agrees to employ Executive in the start position of the Employment Term, Executive Vice President and Chief Financial Officer. Executive shall serve as and perform the Senior Vice President, duties which may from time to time be assigned to him by the Company’s Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF CompaniesCEO”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by and 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 agrees to serve as Executive Vice President and Chief Financial Officer and agrees that he will devote an appropriate amount his best efforts and substantially all of his business time and energy attention to all facets of the business of the Company and will faithfully and diligently carry out the duties of these positions; provided, however that Executive may devote reasonable time to activities involving professional, charitable, and similar types of organizations, speaking engagements and memberships on the boards of directors of other organizations, so long a such activities do not interfere with the performance of Executive’s duties hereunder, and do not represent a conflict of interest. Executive agrees to comply with all Company policies in effect from time to time, and to comply with all laws, rules and regulations applicable to the business Company, including, but not limited to, those established by the Department of Insurance, the Securities and affairs Exchange Commission, or any self-regulatory organization having jurisdiction or authority over the Executive or the Company. (c) Executive agrees to travel as reasonably necessary to perform his duties under this Agreement. (d) The Company, in its sole discretion, may require that Executive be designated an employee of one or more of the PBF Companies Company’s subsidiaries or affiliates for such purposes as payroll and benefits administration. The employment of Executive by any such subsidiary or affiliate to facilitate the Company’s internal administrative purposes shall be considered employment by the Company within the meaning of this Agreement 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 otherwise affect any of the companies in which such investments are made. rights or responsibilities of the Company or 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 consenthereunder, which consent shall including, but not be unreasonably withheldlimited to, delayed or conditioned, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 level of compensation. (e) The position of Executive Vice President and 10 hereofChief Financial Officer shall be located at the Company’s corporate office in Xxxx Ridge, Illinois.

Position. (a) At 2.1. The Company shall employ the start of Employee, and the Employment Term, Executive shall Employee hereby agrees to and will serve as the Senior Vice President, Chief Financial Officer Company's President & CEO from the Effective Date until otherwise decided by the Company's board of directors. 2.2. During the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectivelyterm of Employment hereunder, the “PBF Companies”) as Employee agrees to devote 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 total attention 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 Company as required to discharge the responsibilities assigned to the Employee hereunder. The Employee shall not be engaged in any other employment nor actively engaged in any other business activityactivities, whether or not such business activity is pursued in any other activities which may hinder the Employee's performance hereunder, with or without compensation, for gainany other person, profit firm or other pecuniary advantage, unless company without the prior written consent of the Company consents and shall have all responsibilities and powers that usually apply to Executive’s involvement the positions held by the Employee as CEO (in which period he shall also be considered a principal executive officer for purposes of SEC filings). 2.3. While serving as CEO, the Employee shall report to the board of directors. 2.4. The scope of the Employee's position in the Company shall include from time to time, at the Company's sole discretion, rendering the same services stipulated herein, in whole or in part, also to any of the Company's subsidiaries. For the avoidance of any doubt, the parties hereby stipulate that rendering such business activity services as aforesaid shall constitute an integral part of the Employee's position in writingthe Company and shall not entitle the Employee with any right to additional compensation, remuneration or fee whatsoever. In additionIt is further agreed, that should the Employee claim for or demand from the Company or any of its subsidiaries any compensation, remuneration or fee for services rendered by him to any of such subsidiaries, the Company shall set-off and reduce the Employee's remuneration under this restriction Agreement with the same amount claimed by the Employee from the subsidiaries. 2.5. The Employee's duties shall be in the nature of management duties that demand a special level of loyalty and accordingly the Work Hours and Rest Law 1951 of Israel, including any law amending or replacing such law, shall not apply to this Agreement. The parties hereto confirm that this is a personal services contract and that the relationship between the parties hereto shall not be construed as preventing Executive from investing his assets subject to any general or special collective employment agreement or any industry custom or practice, or practice of the Company in a form or manner that will not require Executive’s services in the operation respect of any of its other employees or contractors. The Employee agrees that the companies in which such investments are made. Executive may also serve on boards execution and delivery by the Employee of directors this Agreement and other positions the fulfillment of the terms hereof (i) does not conflict with non-profit and for-profit organizations as to any agreement or undertaking by which the Board may from time to time consent, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service Employee is bound; and (ii) does not materially interfere with Executive’s obligations hereunder require the consent of any person or violate Sections 9 and 10 hereof.entity

Position. (a) At the start As of the Employment TermEffective Date, Executive shall serve as the Senior Vice President, Chairman and Chief Financial Executive Officer of the Company and its direct Xxxxx Xxxxx Holdings, Inc. ("Holdings"). In such position, Executive shall have such authorities, responsibilities and indirect parents (including PBF Energy Inc.)duties customarily exercised by a person holding that position, subsidiaries and affiliates (collectivelyincluding, without limitation, the “PBF Companies”) as his primary occupationauthority and responsibility for the management, operation, strategic direction and overall conduct of the business of Holdings and the Company. Executive shall also serve in such positions for the PBF Companies as determined by report directly to the Board of Directors of PBF Energy Inc. the Company (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 become a member of the Board and the Board of Directors of Holdings (the "Holdings Board") on the Effective Date. During the Employment Term, Executive will devote an appropriate amount of his entire business time and energy best efforts to the business performance of his duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict with the rendition of such business activity is pursued for gain, profit or other pecuniary advantage, unless services without 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 prior written consent of the companies in which such investments are made. Board; provided, however, that Executive may also (i) serve on boards of directors and other positions with nonas a director, trustee or officer or otherwise participate in not-profit and for-profit organizations educational, welfare, social, religious and civic organizations; (ii) with the prior approval of the Board, serve as to a director of a for-profit business which does not compete with the Company or any of its subsidiaries or affiliates (it being understood that the Board may from time has approved Executive's continuing service as a director of Xxx Hortons Inc.); and (iii) acquire passive investment interests in one or more entities which do not compete in any material manner with the Company or any subsidiary or affiliate thereof, to time consent, which consent shall the extent that such other activities do not be unreasonably withheld, delayed inhibit or conditioned, so long as such service does not materially interfere with the performance of Executive’s obligations hereunder 's duties under this Agreement, do not conflict with the written policies of the Company or violate Sections 9 any subsidiary or affiliate thereof which have been communicated to Executive, and 10 hereofdo not exceed twenty percent (20%) of the outstanding equity interests of any such entity. (c) Executive's primary office shall be located at the Company's executive headquarters, subject to travel on Company business as may be necessary or appropriate to the performance of Executive's duties and responsibilities hereunder.

Position. (a) At During the start term of the Employment Term, this Agreement: 2.1 The Executive shall serve be expected to work on average approximately 50% of an average work week of an executive in a similar position with a public company of similar size and nature as the Senior Vice PresidentCompany. The Executive understands and agrees that his duties may require that he work more than 50% of an average work week, Chief Financial Officer but that he shall not be entitled to any over-time pay as a result of any additional hours worked. The parties expect that the Executive will convert to a full-time basis, and shall devote his entire business time, attention and efforts to the performance of his duties and responsibilities under this Agreement and the business and affairs of the Company and its direct and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectivelyin the future upon the mutual agreement of the parties. During the period that the Executive is working on a part-time basis, the “PBF Companies”) as his primary occupationExecutive may be employed by or provide services to other entities, provided that such entities are not engaged in or related to the therapeutic protein business or in any way competitive with the Company. During the period that the Executive is working on a full-time basis, the Executive may not be employed by nor provide services to any other entity, nor engage directly or indirectly in any other work or business, without the prior, express, written permission of the Company. 2.2 The Executive shall also serve in such positions be responsible for coordinating the PBF Companies overall execution of the Company’s business plan, as determined adopted by the Company’s Board of Directors of PBF Energy Inc. (the “Board”), provided in cooperation and coordination with the Chairman, the CEO and other members of management. 2.3 The duties, responsibilities, authority and position of the Executive and the organizational structures implicit in them may be changed by the Company from time to time, as the Chairman or the Board deems necessary, and reasonable efforts to work with and accommodate the Executive with such changes will be made; however, the only compensation paid Company retains the right of sole discretion to make such changes. 2.4 The Executive undertakes to notify the Company, immediately and without delay, of any interest or matter in respect of which he ‎may have a personal interest or is likely to create a conflict of interest with his role in the Company. 2.5 In the performance of the Executive’s duties under this Agreement, the Executive shall be through this Agreement. In adhere to such positionsemployment standards, Executive shall have such duties ethical practices and authority that standards of care and competence as are customary for those employees holding similar positions of companies of the size, type and nature of with employers similar to 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.

Position. (a) At the start of the Employment Term, Executive shall You will serve as the Senior Vice President, Chief Financial Executive Officer of ActivCard Corp. You will be responsible for all of the Company and its direct and indirect parents duties normally attributed to the Chief Executive Officer of any company. Your office will be located at the Company’s headquarters at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx. You shall report to the ActivCard Corp. Board of Directors (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF CompaniesBoard of Directors”) and shall perform such other duties 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 consentrequire, consistent with the general level and type of duties and responsibilities customarily associated with such position. You agree to the best of your ability and experience that you will at all times loyally and conscientiously perform all of the duties and obligations required of you pursuant to the terms of this Agreement, and will do so to the reasonable satisfaction of the Board of Directors. During the term of your employment, you further agree that you will devote all of your business time and attention to the business of the Company, except that you may engage in a reasonable amount of related and complementary activities which are consistent with the position of CEO but do not interfere with your duties to the Company. You will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent shall of the Board of Directors, except for your obligations as a Board Member of Comscore, Inc. which pre-date this agreement. Consent from the Board for additional such activities which to not materially interfere with your responsibilities as CEO of ActivCard will not be unreasonably withheld. You will not directly or indirectly engage or participate in any business that is competitive in ay manner with the business of the Company. Nothing in this Agreement will prevent you from accepting speaking or presentation engagements in exchange for honoraria or from serving on boards or charitable organizations, delayed or conditionedfrom owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange, so long as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 and 10 hereofprior approval from the Board of Directors.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer in charge of Crude and Feedstocks for 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.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice PresidentChairman, Co-Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)and, subsidiaries and affiliates (collectivelyto the extent elected, the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by Co-Chairman of the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided however, ) and shall serve as officer of the only compensation paid to Executive shall be through this AgreementPartnership. In such positions, Executive shall have the authority commensurate with such duties positions and authority that are customary for those positions of companies of such duties, commensurate with such positions, as shall be determined from time to time by the size, type Partnership and nature of the Company. Board and Executive acknowledges that during shall report directly to the Board. b. 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 Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without the Company consents to prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive’s involvement in such business activity in writing. In additionpersonal investments, this restriction shall not be construed (y) from continuing to serve on any board of directors, or as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in the operation trustee, of any business corporation or any charitable organization on which Executive serves as of the companies in Effective Date and which such investments are made. Executive may also serve have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; and other positions with non-profit and for-profit organizations as (z) subject to which the prior approval of the Board may from time to time consent, (which consent shall not be unreasonably withheld), delayed from accepting appointment to or conditionedcontinuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, so long as and in the aggregate, that such service does activities do not conflict or materially interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 8 of this Agreement. c. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and 10 hereofthe Company, it is anticipated that all of Executive’s business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive’s compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.

Position. (a) At the start of the Employment Term, i. Executive shall serve as the Senior Executive Vice PresidentPresident and Chief Commercial Officer of Franchise Group, reporting to the Chief Financial Executive Officer of Franchise Group. In such position, Executive shall have such duties, responsibilities and authority as is customarily associated with such position and shall have such other duties, as may be reasonably assigned from time to time by the Chief Executive Officer of Franchise Group, consistent with Executive’s position and the terms of this Agreement. ii. Executive shall devote sufficient business time and attention to the business of the Company as necessary in order to perform Executive’s duties in a competent, diligent, and professional manner. Notwithstanding the foregoing, nothing herein shall preclude Executive from (1) engaging in other business activities; (2) serving as an officer or a member of charitable, educational or civic organizations; (3) engaging in charitable activities and community affairs; and (4) managing Executive’s personal investments and affairs; provided, however, that such service and activities do not, in the Company’s reasonable opinion, materially interfere with the performance of Executive’s duties on behalf of the Company, create any conflict of interest as it relates to the Company, and are not represented in a manner that suggests the Company supports or endorses the services or activities without the advance approval of the Company. iii. Executive shall be responsible for complying with all policies and operating procedures of the Company applicable to all senior executives of the Company (that are provided or made available to the Executive) in the performance of Executive’s duties on behalf of the Company, including any clawback or recoupment policy adopted by Franchise Group.Executive’s principal place of employment shall be based in The Woodlands, Texas as of the Effective Date. Notwithstanding the foregoing, Executive shall travel to such other places, including, without limitation, the site of such facilities of the Company and its direct Affiliates as are established from time to time, at such times as are advisable for the performance of Executive’s duties and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupationresponsibilities under this Agreement. Executive shall also serve in such positions for submit to the PBF Companies as determined by Company all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the Board business of Directors of PBF Energy Inc. the Company (the “BoardCompany Opportunities”), provided however, . Unless approved by the only compensation paid to Executive shall be through this Agreement. In such positionsBoard, Executive shall have such duties and authority that are customary for those positions of companies of the sizenot accept or pursue, type and nature of the Company. Executive acknowledges that during the Employment Termdirectly or indirectly, he may spend a significant amount of his time traveling for purposes of any 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 Opportunities on 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 hereofown behalf.

Position. The terms of your new position with the Company are as set forth below: (a) At the start of the Employment Term, Executive You shall serve as the Senior Vice President, Chief Financial Officer President of the Company with such responsibilities, duties and its direct authority as are customary for a President of similarly situated companies. The Employee shall report to the CEO of Company. You shall perform such other duties and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, the “PBF Companies”) shall have authority consistent with your position as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined may be from time to time specified by the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided however, ) and subject to 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 discretion of the size, type and nature of Board. You shall perform your duties for the Company at the Company. Executive acknowledges ’s offices except for travel that during may be necessary or appropriate in connection with the Employment Term, he may spend a significant amount performance 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 workyour duties hereunder. The base salary of Executive as set forth in this Agreement covers the remuneration of any extra hours or weekend workoffices are located at 0000 Xxxxx Xxxxxx Xxxx 0000, Xxxxxxx, Xxxxx 00000. (b) Executive Employee shall faithfully devote an appropriate amount of time his full business/working time, attention and energy to the business and affairs of the PBF Companies Company and shall not the performance of his duties hereunder and as later identified by the Board and to use his best efforts to perform such responsibilities faithfully and efficiently. Without limiting the generality of the foregoing paragraph, during the Term Employee may join professional associations and otherwise be engaged in involved with any other business activityactivities, Board positions consulting and advisory services or trusts to the extent that, in the reasonable judgment of the Board or its designee, such other business pursuits and activities do not (i) interfere in any material respect with Employee’s ability to discharge Employee’s duties and responsibilities to the Company, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, or (ii) violate the Conflicts provision of Employee’s Non-Disclosure Agreement. Notwithstanding the foregoing, Employee shall be entitled to finish up his work on the current projects described on Schedule A attached hereto (collectively, the "Current Projects"), provided however that Employee shall be phased out of such Current Projects no later than August 1, 2014 (the "Cut-Off Date"), unless the Company consents in writing to Executive’s involvement in an extension of such business activity in writingtime for a specific assignment related to the Current Projects. In addition, this restriction Employee hereby acknowledges and agrees that any and all future projects or assignments not listed on Schedule A shall not be construed as preventing Executive from investing his assets in a form or manner that will not require Executive’s services in constitute the operation of any work and property 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 hereofCompany.

Position. (a) At the start of During the Employment Term, Executive shall serve as the Senior Vice Company’s President, Prepaid, shall report directly to the Chief Financial Executive Officer of the Company (the “Chief Executive Officer”) and its direct and indirect parents shall have full authority for the day to day operations of the Company’s entire prepaid wireless business (including PBF Energy Inc.“Prepaid”), subsidiaries subject to oversight by and affiliates (collectivelyprior approval of the Chief Executive Officer for major transactions and financial commitments, and such other duties, consistent with Executive’s position, as shall be determined from time to time by the “PBF Companies”) as his primary occupationChief Executive Officer. Executive shall also serve have exclusive authority with regard to the hiring and firing of all employees (other than himself) and consultants of Prepaid; provided that (i) Executive shall consult with the Chief Executive Officer with regard to the hiring and firing of senior executives in Prepaid and (ii) following consultation with Executive, the Chief Executive Officer shall retain the right to unilaterally terminate the employment of any such positions employee or consultant for cause. Notwithstanding the PBF Companies foregoing, Executive’s authorities and duties shall in all cases be subject to the fiscal policy, annual plans and budgets, as determined from time to time 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) During the Employment Term, Executive shall will devote an appropriate amount of Executive’s full business time and energy efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would materially conflict or interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without 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 prior written consent of the companies in which such investments are made. Chief Executive may also Officer; provided that nothing herein shall preclude Executive (i) from continuing to serve on any board of directors, advisory committees or boards of trustees of those business corporations and/or charitable organizations listed on Schedule I hereto, (ii) from being involved in charitable, professional and political support activities, (iii) from managing his personal and family investments and (iv) subject to the prior approval of the Chief Executive Officer, from accepting appointment to any additional boards of directors or advisory committees of any business corporation, provided, in each case, and other positions with non-profit and for-profit organizations as to which in the Board may from time to time consentaggregate, which consent shall not be unreasonably withheld, delayed or conditioned, so long as that such service does activities do not materially conflict or interfere with the performance of Executive’s duties hereunder or conflict or interfere with Section 10. (c) The principal place of Executive’s employment hereunder shall be in Northern or Central New Jersey or New York City, New York subject to such travel as may be reasonably necessary in connection with Executive’s obligations hereunder or violate Sections 9 and 10 hereofperformance of his duties to the Company (the “Principal Place of Employment”).

Position. It is contemplated that during the Change of Control Period (a) At as defined in Section 12(d), below), the start Executive will continue to serve as a principal officer of the Employment Term, Executive shall serve Corporation and as the Senior Vice President, Chief Financial Officer a member of its Board of Directors if serving as a member of the Company Board of Directors immediately prior to the Change of Control Date, with the office(s) and its direct and indirect parents (including PBF Energy Inc.title(s), subsidiaries reporting responsibility, and affiliates (collectivelyduties and responsibilities of the Executive immediately prior to the Change of Control Date. The Executive hereby agrees that at any time prior to the Change of Control Date, 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 Corporation (or the “Board”individual to whom the Executive reports) may, without the Executive's consent, change the Executive's office(s), provided howevertitle(s), reporting responsibility, and duties or responsibilities. The office(s), title(s), reporting responsibility, duties and responsibilities of the only compensation paid to Executive shall be through on the date of this Agreement. In such positions, Executive shall have such duties and authority that are customary for those positions of companies of as the size, type and nature of the Company. Executive acknowledges that during the Employment Term, he same 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 changed from time to time consentafter the date of this Agreement in accordance with the provisions of the previous paragraph, which consent shall not be unreasonably withheldsummarized in Exhibit A to this Agreement, delayed it being understood and agreed that if, as and when the office(s), title(s), reporting responsibility, duties or conditionedresponsibilities of the Executive shall be so changed after the date of this Agreement, Exhibit A shall be deemed to be, and shall be updated by the parties to reflect such change; provided, however, that Exhibit A is intended only as a memorandum for the convenience of the parties and shall be disregarded if, and to the extent that, Exhibit A shall fail to reflect accurately the office(s), title(s), reporting responsibility, duties or responsibilities of the Executive as so long changed after the date of this Agreement because the parties shall have failed to update Exhibit A as such service does not materially interfere aforesaid. At all times during the Change of Control Period, the Executive shall hold a position of responsibility and importance and a position of scope, with Executive’s obligations hereunder or violate Sections 9 the functions, duties and 10 hereofresponsibilities attached thereto, at least equal in responsibility and importance and in scope to and commensurate with his position described in general terms above in this Section 2(a) and intended to be summarized in Exhibit A to this Agreement.

Position. (a) At a. During the start of the Employment Term, Executive shall serve as the Senior Vice PresidentChairman of HCA through the 2019 Annual Meeting of Shareholders of HCA and as Executive Advisor through December 31, 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 Agreement2019. In such positions, Executive shall have such duties duties, authority and authority that are customary for those positions responsibility as shall be required by and otherwise attendant to the office of companies of the size, type Chairman 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 role of Executive Advisor and such other duties, authority and responsibility 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 determined from time to time consentby the Board of Directors of HCA (the “Board”). Executive shall continue to serve as a member of the Board through the 2019 Annual Meeting of Shareholders of HCA. Upon the expiration of the Term or the earlier termination of this Agreement for any reason, Executive shall be deemed resigned as an officer and employee of HCA and its affiliates effective immediately upon such event. b. During the Term, Executive will not engage in any other business, profession or occupation for compensation or otherwise which consent shall not be unreasonably withheld, delayed would conflict or conditioned, so long as such service does not materially interfere with the rendition of such services either directly or indirectly, taking into consideration the provisions of Section 2(c) below, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s obligations duties hereunder or violate Sections 9 conflict with Section 7. c. It is the intent of the parties that Executive’s retirement from the Chief Executive Officer role and 10 hereofthe expected reduced time commitments to HCA following the Effective Date shall cause a “separation from service” with the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as of the Effective Date. Accordingly, following the Effective Date, Executive in his roles as Chairman and Executive Advisor will not provide a level of service that exceeds 20% of the average level of services performed by the Executive to the Company during the thirty-six month period immediately preceding the Effective Date.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, President and Chief Financial 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.

Position. (a) At Job title The Employee is employed in the start of the Employment Term, function as Executive shall serve as the Senior Vice President, Chief Financial Officer and Chief Business Officer of the Company and its parent, Mxxxxxx Neurosciences, Inc. (“the Parent”). (b) Duties and Responsibilities It is understood that the duties and responsibilities arising out of the above function includes all tasks customarily or reasonably incidental to such function and those expressly mentioned in this Employment Agreement. The Company may change the duties and responsibilities of the Employee from time to time and may assign to the Employee any additional or new duties or responsibilities as deemed reasonable and appropriate subject to the Employee’s prior consent. The Employee will report to the Company’s President and Chief Executive Officer (“CEO”), and shall perform such duties consistent with his position as Chief Financial Officer of the Company and its direct the Parent and indirect parents (including PBF Energy Inc.), subsidiaries and affiliates (collectively, as may reasonably be assigned to him by the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by CEO and/or the Board of Directors of PBF Energy Inc. the Company and/or of the Parent (the “Board”), provided however. Upon consultation with the Employee and subject always to the Employee’s prior agreement (not to be unreasonably withheld or delayed), the only compensation paid Company may: (i) require the Employee to Executive act as officer, director or in any other corporate function within the Company or in direct or indirect subsidiaries, shareholders or other companies associated with the Company (the “Affiliates”, the Company and the Affiliates together the “Group”), (ii) assign to the Employee any additional or new duties or responsibilities as deemed reasonable or appropriate by the Company in the course and fulfilment of its business. The Employee shall carefully perform all work assigned to the Employee, and loyally safeguard the Company’s and Group’s legitimate interests. The Employee agrees to devote substantially all of his working time, attention and energies to the Group. If and to the extent that the Employee 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 or become a director 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 Parent or any Affiliate 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 defined in this Employment Agreement covers the remuneration Company shall procure that directors and officers liability insurance is put in place consistent with the indemnification provisions in the By-Laws of any extra hours or weekend work. the Parent (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 hereofextent allowed by applicable law).

Position. (a) At the start of During the Employment Term, Executive shall serve as the Senior an Executive Vice President, Chief Financial Officer President and Head of Corporate Business Development and Strategic Resources of the Company and its direct and indirect parents (including PBF Energy Inc.)President of Superior Essex Communications LP. In such position, subsidiaries and affiliates (collectively, the “PBF Companies”) as his primary occupation. Executive shall also serve in have such positions for duties and authority, consistent with such position with the PBF Companies Company, as shall be determined from time to time by the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided howeveror the Chief Executive Officer of the Company (the “CEO”), the only compensation paid to and Parent. 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 report directly to 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 workCEO. (b) During the Employment Term, Executive shall will devote an appropriate amount of Executive’s full business time and energy best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere, in any significant respect, with the rendition of such services either directly or indirectly, without the prior written consent of the Board. Notwithstanding the foregoing, Executive may, without the prior approval of the Board, (i) make and manage personal business activityinvestments of Executive’s choice, whether subject to the prior written consent of the Board if any such investment is beyond mere buying and selling in the ordinary course (and, in so doing, may serve as an officer, director, agent or employee of entities and business enterprises that are related to such personal investments) and (ii) serve in any capacity with any civic, educational or charitable organization or any governmental entity or trade association; provided that in each case, and in the aggregate, such activities do not conflict or interfere, in any significant respect, with the performance of Executive’s duties hereunder or conflict with Section 9. The Company hereby acknowledges that Executive shall be entitled to continue the activities listed on Exhibit A attached hereto, provided that such business activity is pursued for gainservice does not, profit in the future, conflict or other pecuniary advantageinterfere, unless in any significant respect, with the performance of Executive’s duties hereunder or conflict with Section 9. (c) Notwithstanding anything to the contrary in this Section 2, Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company consents to Executive’s involvement and any of its subsidiaries and in such business activity in writing. In addition, this restriction shall not be construed as preventing Executive from investing his assets in a form one or manner that will not require Executive’s services in the operation more executive offices of any of the companies Company’s subsidiaries, provided that Executive is indemnified for serving in which any and all 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 hereofcapacities.

Position. The terms of Employee’s position with the Company are as set forth below: (a) At the start of the Employment Term, Executive Employee shall serve as the Senior Vice President, Chief Financial Officer (“CFO”) of DiamiR and shall have responsibilities, duties and authority normally ascribed to that position and all such other responsibilities, duties and authority assigned to Employee by the Board of the Company from time to time in its sole discretion. The Employee’s employment by DiamiR shall be full-time and its direct exclusive. Employee shall act at all times to promote the Company’s business and indirect parents (best interests. Employee shall devote substantially all business time, labor, skill, undivided attention and best ability to the performace of his duties hereunder in a manner, which will faithfully and diligently further and expand the business and interests of the Company. The Employee shall use his best efforts to perform his duties hereunder. The Employee may, with the prior written consent of the Board, devote up to 25% of his time to consulting for non-competitive third parties, 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 serving on the Board of Directors of PBF Energy Inc. non-competitive third parties, to the extent that, in the reasonable judgment of the Board or its designee, such consulting does not (i) interfere in any material respect with Employee’s ability to discharge Employee’s duties and responsibilities to the “Board”)Company, provided however, or (ii) violate the only compensation paid to Executive Conflicts provision of Employees’s Non-Disclosure and IP Assignment Agreement. The engagement with each such third party shall be through pre-approved in writing by the Board of DiamiR or its designee, with such approval not unreasonably withheld or delayed, Nothing in this Agreement. In clause shall preclude the Employee from holding any shares or other securities of any competitor that is listed on any securities exchange or recognized securities market anywhere if such positions, Executive shall have such duties and authority that are customary for those positions of companies shares or securities represent less than 5% of the size, type competitors outstanding shares and nature of securities. The Employee shall notify the Company. Executive acknowledges that during the Employment Term, he may spend a significant amount Company in writing of his time traveling for purposes of interest in such shares or securities in a timely manner and with such details and particulars as the 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 workmay reasonably require. (b) Executive shall devote an appropriate amount of time and energy Employee will directly report to the business and affairs Board 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 hereofCompany.

Position. (a) At the start of During the Employment Term, Executive shall serve as the Senior Executive Vice President and President, Chief Financial Officer Global 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 AgreementCompany. In such positionsposition, Executive shall have such duties and authority that are customary for those positions of companies as shall be determined from time to time by the Chief Executive Officer of the size, type Company (the “Chief Executive Officer”) and nature the Board of Directors of the CompanyCompany (the “Board”). If requested, Executive acknowledges that during the Employment Term, he may spend shall also serve as 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 the Board or excess time for hours exceeding other governing bodies of the regular working hours per week nor for Company or its subsidiaries without 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 workcompensation. (b) During the Employment Term, Executive’s principal place of employment shall be the Company’s headquarters in McLean, Virginia (the “Principal Place of Employment”), where he shall spend his full working time in the performance of his duties (subject to customary travel consistent with Executive’s duties). (c) During the Employment Term, Executive shall will devote an appropriate amount of his full working time and energy reasonable best efforts to the business performance of Executive’s duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit or other pecuniary advantage, unless without the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction prior written consent of the Board; provided that nothing herein shall not be construed as preventing preclude Executive from investing his assets in a form (i) accepting appointment to or manner that will not require Executive’s services in the operation continuing to serve on any board of directors or trustees of any of the companies business corporation, (ii) serving as an officer or director or otherwise participating in which such investments are made. Executive may also serve on boards of directors and other positions with non-profit educational, welfare, social, religious and for-profit organizations civil organizations, including, without limitation, all such positions and participation in effect as to which of the Board may from time to time consentEffective Date, which consent shall and (iii) managing personal and family investments; provided, however, that any such activities as described in (i), (ii) or (iii) of the preceding provisions of this paragraph do not be unreasonably withheld, delayed or conditioned, so long as such service does not materially significantly interfere with the performance and fulfillment of Executive’s obligations hereunder duties and responsibilities as an executive of the Company in accordance with this Agreement or violate Sections 9 and 10 hereofconflict with Section 6.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial 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 AgreementCompany. In such positionsposition, Executive shall have such duties and authority that are customary for those positions as shall be determined from time to time by the Board of companies of the size, type and nature Directors of the Company, the Compensation Committee of the Board of Directors or such other delegate of the Board of Directors’ authority hereunder as the Board of Directors may designate (collectively, the “Board”). Executive acknowledges shall be nominated to serve as a member of the Board of Directors of the Company at the Company’s next Annual Meeting. Executive shall serve as a member of the Boards of Directors of the Company and any of its subsidiaries without additional compensation if requested. b. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services, either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board, from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization or any industry association; further provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 9 or Section 10. Set forth on Exhibit A hereto is a complete list, as of the Effective Date, of the Executive’s positions on any board of directors or trustees of any business corporation or any charitable organization. c. At all times 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 strictly adhere to and energy to the business and affairs obey all of the PBF Companies Company’s written rules, regulations and shall not be engaged in any other business activitypolicies, whether or not such business activity is pursued for gainincluding without limitation the API Nanotronics Corp. Code of Ethics as provided to Executive on February 21, profit or other pecuniary advantage2008, unless the Company consents to Executive’s involvement in such business activity in writing. In addition, this restriction shall not be construed and 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 amended from time to time consentto conform to applicable rules and regulations or as determined by the Board or Directors, which consent shall not be unreasonably withheld, delayed or conditioned, so long as such service does not materially interfere with Executivegovern the operation of the Company’s obligations hereunder or violate Sections 9 business and 10 hereofthe conduct of employees of the Company.

Position. (a) At During the start term of this Agreement, the Employment TermCompany shall employ the Employee as its President. In such capacity, Executive the Employee shall serve be assigned such duties and tasks as are appropriate for a person in the Senior Vice position of President, Chief Financial Officer and he shall be subject to the supervision 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”)Company. The duties of the Employee shall include research, provided howeveranalysis, and assistance in the only compensation paid to Executive shall acquisition of investment management firms which will be through this Agreementlocated in the Boston or north shore area. In such positionsaddition, Executive shall Employee will have such duties ongoing responsibilities for directing and authority that are customary for those positions of companies of managing the size, type and nature growth of the Company. Executive acknowledges that during These duties include the Employment Termpursuit of acquisitions to improve both profitability and growth, he as well as sales and marketing activities. Secondary responsibilities will be to look for areas of synergy and improved profitability for The First National Bank of Ipswich ("Bank"), its existing trust department and its affiliates. This may spend a significant amount of his time traveling for purposes of Company business. Executive acknowledges that entail discussions with other local trust operations, 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 well as set forth in this Agreement covers the remuneration of any extra hours or weekend workother acquisitions. (b) Executive The Company shall employ the Employee on a full-time basis, and (subject to the last sentence of this paragraph and Employee's participation in industry associations, and other corporate or charitable boards and continuing education activities which do not materially affect the performance of Employee's duties hereunder) the Employee shall devote an appropriate amount of his full time and energy professional efforts to the business performance of his duties. The Company encourages participation by the Employee on community boards and affairs of committees and in activities generally considered to be in the PBF Companies and shall not be engaged in any other business activitypublic interest, whether or not such business activity is pursued for gain, profit or other pecuniary advantage, unless but the Company consents shall have the right to Executive’s involvement in approve the Employee's participation on such boards and committees as may conflict with the Company's own 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 demands upon the operation of any of the companies in Employee's time (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 approval 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).

Position. (a) At Executive’s employment with the start of the Employment TermCompany started on March 1, 1999 and all his rights with respect to seniority shall be based on such date. Executive shall serve as continue to be employed by the Senior Vice President, Company to render services to the Company in the position of Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)in respect of his duties as such, 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 report to the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided howeverand will also hold the position of executive director (uitvoerende bestuurder) and Chief Executive Officer of Mobileye N.V., the only compensation paid Company’s parent company (the “Parent”), reporting in such capacity to the entire Board of Directors of the Parent (the “Parent’s Reportee”), including the non-executive directors (niet-uitvoerende bestuurders) of the Parent’s Reportee in their supervisory capacity. Executive shall perform such duties as are customary in the foregoing positions, or as directed by the Board and the Parent’s Reportee, respectively, without any additional compensation for the performance of his duties as director and Chief Executive Officer of the Parent. Executive shall abide by the Company’s and the Parent’s rules and practices, as adopted or modified from time to time in the Board’s and the Parent’s Reportee’s sole discretion. It is agreed that Executive’s position is a management one and/or one that requires a special degree of personal trust, as defined in the Working Hours and Rest Law, 1951. Therefore, Executive shall not be through granted any other compensation or payment other than as expressly specified under this Agreement. In such positions, Executive shall have such duties undertakes not to claim that the Working Hours and authority that are customary for those positions of companies of the size, type and nature of Rest Law applies to his employment with the Company. Executive acknowledges that the legitimacy of the Company’s requirement to work “overtime” or during “weekly rest-hours” without being entitled to “overtime compensation” or “weekly rest-hour compensation” (as these terms are defined in the Employment TermWorking Hours and Rest Law), he may spend a significant amount and Executive undertakes to comply with such requirements of his time traveling for purposes of Company businessthe Company, to the extent reasonably possible. 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 compensation to which Executive as set forth in is entitled pursuant to this Agreement covers the remuneration of constitutes adequate compensation for his work during “overtime” or “weekly rest-hours”. This Agreement is considered as a personal employment agreement. Nothing herein shall derogate from any extra hours right Executive may have, if at all, in accordance with any law, expansion order, collective bargaining agreement, employment agreement or weekend work. (b) Executive shall devote an appropriate amount of time and energy any other agreement with respect to the business and affairs terms 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 writingemployment, if relevant. In addition, Any previously signed employment agreement will be terminated upon signing 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 hereofAgreement.

Position. (a) At the start of During the Employment Term, the Executive shall serve as the Senior Vice Chief Executive Officer and President of the Company. In his position as Chief Executive Officer and President, Chief Financial Officer the Executive will be the highest ranking executive officer of the Company and its direct shall have the full powers, responsibilities 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 authorities customary for the PBF Companies as determined by the Board chief executive officer 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 corporations of the size, type and nature of the Company, together with such other powers, authorities and responsibilities as may reasonably be assigned to him by the Board of Directors of the Company (the “Board”). The Executive acknowledges that shall report solely and directly to the Board. (b) The Executive will be appointed to serve as a member of the Board no later than April 1, 2012. Thereafter, at each annual meeting of the Company’s stockholders during the Employment Term, he may spend the Board will nominate Executive to serve as a significant amount of his time traveling for purposes of Company business. Executive acknowledges that as an exempt member of management he the Board. The Executive’s service as a member of the Board will neither be paid subject to any required stockholder approval. Upon the termination of the Executive’s employment for any overtime or excess time for hours exceeding reason, the regular working hours per week nor for additional time for weekend work. The base salary Executive will be deemed to have resigned from the Board (and any boards of Executive subsidiaries) voluntarily, without any further required action by the Executive, as set forth in this Agreement covers of the remuneration end of the Executive’s employment and the Executive, at the Board’s request, will execute any extra hours or weekend workdocuments necessary to reflect his resignation. (bc) During the Employment Term, the Executive shall devote an appropriate amount of time the Executive’s full business time, energy and energy best efforts to the business and affairs performance of the PBF Companies Executive’s duties hereunder and shall not be engaged engage, directly or indirectly, in any other business activitybusiness, whether profession, occupation or not investment, for compensation or otherwise, which would conflict or interfere with the rendition of such business activity is pursued for gainservices, profit or other pecuniary advantage, unless without 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 prior written consent of the companies in which such investments are made. Executive may also serve on boards Board; provided that nothing herein shall preclude the Executive, subject to the prior approval 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 from (i) accepting appointment to or conditionedcontinuing to serve on any board of directors (or board of trustees) of any charitable organization, (ii) serving on one board of any business company or other business organization or (iii) from managing his personal investments, in each case so long as such service does activities do not materially conflict or interfere with the performance of the Executive’s obligations duties hereunder or violate Sections 9 his obligations under Section 10 or Section 11, it being understood that the provisions of this Section 2(c) shall not be construed as preventing the Board from approving the Executive’s service on more than one business company or business organization board. During the Employment Term, the Executive shall comply with the Company’s written Code of Business Conduct, as in effect from time to time and 10 hereofprovided to the Executive. (d) The Executive’s principal place of employment during the Employment Term shall be located at the Company’s principal headquarters at Melbourne, Florida, subject to reasonable travel requirements in performance of the Executive’s duties.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Executive Officer and President of the Company and its direct have the general powers and indirect parents (including PBF Energy Inc.), subsidiaries duties of supervision and affiliates (collectively, management usually vested in the “PBF Companies”) as his primary occupation. office of Chief Executive shall also serve in such positions for Officer of 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 AgreementCompany. In such positionsposition, Executive shall have such duties and authority that are customary for those positions as shall be determined from time to time by the Board of companies Directors of the sizeCompany (the "Board") in its sole discretion. The Company will use its best efforts to cause Executive to be nominated to the Board and to serve as Chairman of the Board. If elected, type Executive agrees to serve on the Board and nature its committees and as Chairman without additional compensation. In the performance of his duties, Executive shall comply with the policies and procedures of the Company (presently in effect or as may be reasonably modified or established hereafter) and be subject to the direction of the Board. (b) During the term of his employment hereunder, Executive will devote all of his business time and best efforts to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict with the rendition of such services, either directly or indirectly, without the prior written consent of the Board. Notwithstanding any provision of this Agreement to the contrary, any breach of the provisions of this Section 1(b) shall permit the Company to terminate the employment of Executive for Cause. The Company acknowledges that Executive has advised it that he is receiving and will continue to receive certain unspecified compensation from his former employer, International Technology ("IT") Corporation, pursuant to a severance arrangement and that nothing in that severance arrangement precludes Executive from being employed by the Company. Executive acknowledges and agrees that during in the Employment Termevent IT Corporation ceases to make payments to Executive under of said severance arrangement or other agreement because of Executive's employment with the Company, he the Company has no obligation to make him whole or otherwise pay him the monies and other benefits IT Corporation promised or otherwise may spend a significant amount of his time traveling for purposes of owe him. The Company business. Executive acknowledges that as an exempt member Executive presently sits on the Board of management he will neither be paid for any overtime or excess time for hours exceeding Trustees of the regular working hours per week nor for additional time for weekend work. The base salary Harvey Mudd College, the Board of Executive as set forth in this Agreement covers Advisors at the remuneration Xxxxxxxx Xchool of any extra hours or weekend workChemical Engineering, the Rensselaer Polytechnic Institute Board of Advisors at the School of Civil Engineering, and the Board of Trustees of the Hugh O'Brian Youth Foundation. (c) To thx xxst xx Xxecutive's knowledge, Executive represents and warrants that he is not a party to any agreement, contract, or understanding, whether of employment or otherwise, which would in any way restrict or prohibit him from undertaking or performing his employment and other obligations in accordance with the terms and conditions of this Agreement. Executive further agrees to indemnify and hold harmless the Company and its past and present officers, directors, employees, agents, owners, stockholders, represen-tatives, and attorneys from and against and in respect of any and all claims alleging that (a) Executive is so restricted or prohibited or (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 has committed a wrongful act in negotiating with, and employing the services of, 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.

Position. (a) At the start of the Employment Term, Executive shall serve as the Senior Vice President, Chief Financial Officer 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.

Position. (a) At the start of a. During the Employment Term, Executive shall serve as the Senior Vice President, Company’s 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 occupationExecutive Officer. Executive shall also continue to serve in such positions for as the PBF Companies Company’s Executive Chairman; provided, that Executive shall resign her position as determined by the Company’s Executive Chairman at the request of the Board of Directors of PBF Energy Inc. the Company (the “Board”), provided however, . As Chief Executive Officer and subject to the only compensation paid to Executive shall be through terms of this Agreement. In such positions, Executive shall have such duties and authority that are customary for those positions of companies consistent with such position and as shall be determined from time to time by the Board. During the Employment Term, Executive shall also serve on the Board, any committees of the sizeBoard, type the board of directors of subsidiaries of the Company and nature any committees thereof without additional compensation therefor. b. During the Employment Term, Executive shall serve the Company faithfully and conscientiously, shall promote the interests and reputation of the Company and shall comply with the policies of the Company. Executive acknowledges will be required to devote substantially all of Executive’s business time to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise without the prior written consent of the Board; provided that during nothing herein shall preclude Executive, from continuing to serve on any board of directors or trustees of any business corporation or any charitable organization or continuing to serve in Executive’s current board positions; provided in each case, and in the Employment Termaggregate, he may spend a significant amount that (i) such activities do not conflict or interfere with Section 9, and (ii) any future board positions of his time traveling for purposes Executive will require approval of Company businessthe Board; provided, however, that the Executive shall be entitled to replace one board position with another with disclosure to, but not approval by, the Board. Executive acknowledges that has delivered to the Company a letter dated 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 workeffective date of this Agreement setting forth the boards of directors on which Executive currently serves. 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 Company acknowledges and energy to the business and affairs of the PBF Companies and agrees that Executive’s continued service on such boards shall not be engaged in any other business activitydeemed to violate the provisions of this Agreement, whether or not such business activity is pursued for gainincluding without limitation the provisions of Section 9 hereof. c. Executive shall perform her duties from Dallas, profit or other pecuniary advantage, unless Texas at an office agreed to by the Company consents to and 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 engage, as employees of directors and other positions with non-profit and for-profit organizations the Company, such office staff as she may reasonably determine necessary for her to which the Board may discharge her responsibilities under this Agreement. Executive shall travel from time to time consentto the Company’s headquarters and other locations as required to fulfill her duties hereunder. Executive shall be entitled to fly first class, which consent and shall not be unreasonably withheldprovided by the Company with business travel accidental life insurance, delayed or conditionedwith coverage at least equal to 12 months of Base Salary (as defined below). d. Executive, so long in her capacity as such service does not materially interfere with Executive’s obligations hereunder or violate Sections 9 a director and 10 hereofofficer of the Company, shall continue to have the benefit of the Indemnification Agreement entered into by the parties on January 21, 2009 (the “Indemnification Agreement”).

Position. (a) At the start of During the Employment Term, Executive shall serve as the Senior Vice PresidentChairman, Co-Chief Financial Executive Officer of the Company and its direct and indirect parents (including PBF Energy Inc.)and, subsidiaries and affiliates (collectivelyto the extent elected, the “PBF Companies”) as his primary occupation. Executive shall also serve in such positions for the PBF Companies as determined by Co-Chairman of the Board of Directors of PBF Energy Inc. the Company (the “"Board”), provided however, ") and shall serve as officer of the only compensation paid to Executive shall be through this AgreementPartnership. In such positions, Executive shall have the authority commensurate with such duties positions and authority that are customary for those positions of companies of such duties, commensurate with such positions, as shall be determined from time to time by the size, type Partnership and nature of the CompanyBoard and Executive shall report directly to the Board. Executive acknowledges that during 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 Executive's full business time and energy best efforts to the business performance of Executive's duties hereunder and affairs of the PBF Companies and shall will not be engaged engage in any other business activitybusiness, whether profession or not occupation for compensation or otherwise which would conflict or materially interfere with the rendition of such business activity is pursued for gainservices either directly or indirectly, profit without the prior written consent of the Board; provided that nothing herein shall preclude Executive (x) from managing Executive's personal investments, (y) from continuing to serve on any board of directors, or other pecuniary advantageas trustee, 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 business corporation or any charitable organization on which Executive serves as of the companies in Effective Date and which such investments are made. Executive may also serve have been previously disclosed to the Employer and serving on the boards of directors of any portfolio companies of investment funds managed by the Partnership or its affiliates; and other positions with non-profit and for-profit organizations as (z) subject to which the prior approval of the Board may from time to time consent, (which consent shall not be unreasonably withheld), delayed from accepting appointment to or conditionedcontinuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, so long as and in the aggregate, that such service does activities do not conflict or materially interfere with the performance of Executive’s obligations 's duties hereunder or violate Sections 9 conflict with Section 8 of this Agreement. The parties hereby acknowledge that, while Executive is employed hereunder by both the Partnership and 10 hereofthe Company, it is anticipated that all of Executive's business time and effort will be devoted to services for the Partnership. Consequently, subject to future adjustment as necessary from time to time to reflect the accurate allocation of time and effort expended by the Executive for the Company and Partnership, respectively, all of Executive's compensation hereunder shall be allocated as compensation for work performed on behalf of the Partnership.