Summary Plan Description PBF Energy Pension Plan · 2019-03-18 · Introduction This booklet is the Summary Plan Description (SPD) for the PBF Energy Pension Plan (the Plan). This

Summary Plan Description PBF Energy Pension Plan

January 2019

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Introduction This booklet is the Summary Plan Description (SPD) for the PBF Energy Pension Plan (the Plan). This SPD describes the Plan in effect as of January 1, 2019. If any provision in this SPD differs from the official Plan document, the Plan document will govern. The purpose of the Plan is to provide you with a monthly retirement income which, when added to your Social Security Benefits and personal savings benefits, will allow you to retire with greater financial security. Here is a basic outline of the Plan. Please read the rest of this SPD for details. Who is eligible?

What happens if I retire from the Company? What happens if I leave the Company for reasons other than retirement? When do I vest in my benefit?

Years of Vesting Service

Percentage of

Benefit Vested

Less than 3

3

0% 100%

What happens if I die while I Your benefit will automatically become 100% vested and am employed by the be payable to your surviving spouse or your beneficiary.

You may join if you are classified by PBF Holding Company LLC or one of its subsidiaries that has adopted the Plan (the "Company") as a regular (including part-time), salaried or hourly-paid employee. Members of a collective bargaining unit will only be eligible to participate in the Plan if their collective bargaining agreement provides for coverage under the Plan.

Generally the first day of the month following your 30th day of service with the Company.

You will have a Pension Account that will reflect the cash value of your interest in the Plan. Your Pension Account will be credited annually with a contribution credit based on your Eligible Compensation at the end of the Plan Year and monthly with an interest credit.

When am I eligible? What type of benefit do I have under this Plan?

You may receive your benefit as an annuity (monthly benefit) or alternatively, as a lump sum.

You may receive the vested portion of your benefit as an annuity (monthly benefit), or alternatively, as a lump sum.

Your vested interest (ownership in your Pension Account balance) is:

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Company?

Summary Plan Description – PBF Energy Pension Plan

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Table of Contents INTRODUCTION......................................................................................................................................................... I

SUMMARY OF THE PLAN ....................................................................................................................................... 1

ELIGIBILITY ................................................................................................................................................................ 1 SERVICE AND HOURS OF EMPLOYMENT ................................................................................................................... 2

Years of Vesting Service ....................................................................................................................................... 2 Severance Period .................................................................................................................................................. 2 Loss of Service ...................................................................................................................................................... 2 Hours of Employment ........................................................................................................................................... 2 Maternity or Paternity Absence and Family and Medical Leave Act ................................................................. 2 Military Leave of Absence .................................................................................................................................... 3

PENSION ACCOUNTS ................................................................................................................................................. 3 Annual Contribution Credit ................................................................................................................................. 3 Interest Credits ...................................................................................................................................................... 4 Eligible Compensation .......................................................................................................................................... 4 Military Leave of Absence .................................................................................................................................... 5

BENEFITS ................................................................................................................................................................... 6 Normal Retirement Benefit .................................................................................................................................. 6 Required Beginning Date ..................................................................................................................................... 6 Disability Benefit .................................................................................................................................................. 6 Restriction of Benefits .......................................................................................................................................... 6

BENEFITS PAYABLE ON TERMINATION OF EMPLOYMENT AND VESTING ................................................................. 7 Vesting ................................................................................................................................................................... 7 Benefit commencement following termination of employment ........................................................................... 7

FORM OF PAYMENT OF BENEFITS............................................................................................................................. 8 Normal Form of Benefit ....................................................................................................................................... 8 Optional Forms of Benefit .................................................................................................................................... 8 Lump Sum ............................................................................................................................................................. 8 75% Joint and Survivor Annuity .......................................................................................................................... 9 Small Benefits ....................................................................................................................................................... 9 Spousal Consent to Benefit and Designation of Alternate Beneficiary .............................................................. 9

DEATH BENEFIT ...................................................................................................................................................... 10 CONDITIONS UNDER WHICH BENEFITS MAY BE LIMITED, LOST OR FORFEITED .................................................. 11 CLAIMS PROCEDURE ............................................................................................................................................... 12

Claim ................................................................................................................................................................... 12 Claim Decision .................................................................................................................................................... 12 Request for Review ............................................................................................................................................. 12 Review of Decision .............................................................................................................................................. 13

DISTRIBUTION UPON TERMINATION OF PLAN ........................................................................................................ 15 FUNDING (CONTRIBUTIONS) ................................................................................................................................... 17

Funding Liabilities ............................................................................................................................................. 17 Participant Contributions ................................................................................................................................... 17 Trustee or Insurance Company .......................................................................................................................... 17

RIGHTS OF PARTICIPANTS ...................................................................................................................................... 18 Receive Information About Your Plan and Benefits ......................................................................................... 18 Prudent Actions by Plan Fiduciaries ................................................................................................................. 18 Enforce Your Rights ........................................................................................................................................... 18 Assistance with Your Questions ......................................................................................................................... 19

ADDITIONAL INFORMATION ABOUT THE PLAN ....................................................................................................... 20 Amendment and Termination of the Plan ......................................................................................................... 20 Limitations on Rights of Participants ................................................................................................................ 20


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Lost Participants ................................................................................................................................................. 20 Type of Plan ........................................................................................................................................................ 20 Plan Year ............................................................................................................................................................. 20 Type of Administration ....................................................................................................................................... 20 Plan Sponsor and Identification Number of Company Which Maintains the Plan ......................................... 20 Agent for Service of Legal Process .................................................................................................................... 21 Plan Administrator ............................................................................................................................................. 21 Trustee ................................................................................................................................................................. 21 Plan Identification Number ................................................................................................................................ 21 Top-Heavy Plans ................................................................................................................................................. 21

QUALIFIED DOMESTIC RELATIONS ORDERS .......................................................................................................... 22

APPENDIX A - SPECIAL PROVISIONS RELATING TO TOLEDO, OHIO EMPLOYEES ................................................................................................................................................. 23

APPENDIX B - SPECIAL PROVISIONS RELATING TO DELAWARE CITY, DELAWARE EMPLOYEES .................................................................................................................................... 24

APPENDIX C - SPECIAL PROVISIONS RELATING TO PAULSBORO, NEW JERSEY REFINERY EMPLOYEES ............................................................................................................ 25

APPENDIX D - SPECIAL PROVISIONS RELATING TO CHALMETTE, LOUISIANA EMPLOYEES ..................................................................................................................................... 26

APPENDIX E - SPECIAL PROVISIONS RELATING TO TORRANCE, CALIFORNIA EMPLOYEES ................................................................................................................................... 28


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SUMMARY OF THE PLAN

Eligibility If you are classified as a regular (including part-time), salaried or hourly-paid employee by the Company, you are eligible to participate in the Plan. Your participation generally begins on the first day of the month following your 30th day of service with the Company. Note: Special eligibility rules apply to certain Participants who joined the Company as a result of corporate acquisition and who are employees at specific facilities. Please see the applicable Appendix at the end of this Summary Plan Description for details. Members of a collective bargaining unit are only eligible to participate in the Plan if their collective bargaining agreement provides for coverage under the Plan. If you are a Participant in the Plan, terminate employment with the Company and are later re-employed, you will become a Participant again on the date you are re-employed by the Company if you become re-employed by the Company within 1 year of your termination of employment. If you are instead rehired by the Company more than 1 year after your termination of employment, you will become a Participant again on the first day of the month following the date that is 30 days after the date of your re-employment. Notwithstanding the foregoing, if upon your re-employment with the Company, you are a member of a collective bargaining unit that has not negotiated for coverage under this Plan, you will be excluded from participation.


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Service and Hours of Employment Years of Vesting Service Your Years of Vesting Service are used to determine the vested percentage of your benefit. You will earn Vesting Service the day you start working for the Company and continue to earn Vesting Service until the day you stop working for the Company. If you are absent from work for less than a year, your period of absence also counts as Vesting Service. You will earn one Year of Vesting Service for every 365 days counted as Vesting Service, provided that no Vesting Service shall be accrued prior to March 1, 2008. No more than one Year of Vesting Service may be earned in any Plan Year for any purpose of the Plan. Note: Special vesting service rules apply to certain Participants who joined the Company as a result of corporate acquisitions and who are employees at specific facilities. Please see the applicable Appendix at the end of this Summary Plan Description for details. Severance Period A "Severance Period" is any period of at least twelve consecutive months in which you do not work for the Company.

Loss of Service If your employment terminates before you have a vested right to a benefit, you must return to employment with the Company before your Severance Period equals or exceeds five years in order to retain your Years of Vesting Service.

Hours of Employment An Hour of Employment is an hour for which you are paid by the Company.

Maternity or Paternity Absence and Family and Medical Leave Act If you are absent from work for any period because of your pregnancy or to care for your child immediately after the child's birth or adoption, for purposes of determining whether you keep your earlier Years of Vesting Service, your Severance Period will be considered to have begun on the second anniversary of the date your absence from work begins. For a person on a leave of absence taken pursuant to the Family and Medical Leave Act, you will be credited with service during the leave solely for purposes of determining whether you keep your earlier Years of Vesting Service. You must furnish the Company information establishing that the absence from work is for one of the reasons described in this section.


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Military Leave of Absence If you are absent from work for U.S. military service, you will be credited with the number of Years of Vesting Service for the period of your absence if you:

• have re-employment rights under applicable laws when you are discharged from the military, and

• apply for re-employment with the Company upon your discharge from the military. Pension Accounts When you become a Participant in this Plan, a Pension Account will be established for you.

Annual Contribution Credit Effective as of January 1, 2011, your Annual Contribution Credit is equal to a percentage of your Eligible Compensation up to the Social Security Wage Base (SSWB) based on the total amount of “points,” combining your age and completed Years of Vesting Service with the Company, that you have compiled by the particular Plan Year, according to the following schedule:

Total Points (Age + Annual Contribution Credit % Years of Vesting Service 7% Less than 60 points 8% 60 – 69 points 9% 70 or more points

For purposes of the Annual Contribution Credit schedule listed above, if you reach an age or Year of Vesting Service milestone during a Plan Year that would entitle you to a higher Annual Contribution Credit percentage, you will become eligible to begin receiving the higher Annual Contribution Credit percentage effective as of the first day of the month following the month in which you reached the applicable age or Year of Vesting Service milestone. If you are employed during the Plan Year, an Annual Contribution Credit will be posted to your Pension Account as follows:

• If you are employed on the last day of the Plan Year, the Annual Contribution Credit will be

credited to your account as of December 31 of that Plan Year.

• If you terminate employment during the Plan Year, your Pension Account will be credited on the earlier of the date your distribution begins or the last day of the Plan Year.

Additionally, an extra contribution credit of 14% of your Eligible Compensation for the Plan Year in excess of the Social Security Wage Base (SSWB) will be added to your account. The SSWB is the maximum annual wage amount that is subject to the Old-Age, Survivors and Disability Insurance portion of Social Security taxes. The SSWB is adjusted annually by the Social Security Administration. The SSWB was $128,400 for 2018, and it is $132,900 for 2019.


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Note: Special Annual Contribution Credit formulas apply to certain Participants who joined the Company as a result of corporate acquisitions and who are employees at specific facilities. Please see the applicable Appendix at the end of this Summary Plan Description for details. Example of how Annual Contribution Credits work:

John is an employee of the Company who works the entire 2018 Plan Year and has Eligible Compensation for such Plan Year of $150,000. John is 50 years old and has 3 completed Years of Vesting Service. As of December 31, 2018, John’s Pension Account under the Plan is credited with an Annual Contribution Credit equal to $12,012, which is derived as follows:

1) 7% of Eligible Compensation up to SSWB ($128,400) = $8,988

2) 14% of Eligible Compensation over SSWB ($150,000 - $128,400 = $21,600) = $3,024

Total Annual Contribution Credit for 2018: $12,012

Interest Credits At the end of each quarter, an Interest Credit will be posted to your Pension Account. The Interest Credit is based on the annual rate of interest on 30-year US Treasury securities for October of the previous Plan Year. The Interest Credit will be calculated by multiplying your Pension Account balance on the last day of the prior month by the applicable interest rate. This Interest Credit will be posted to your Pension Account until you either:

• begin receiving benefits under the Plan, or • terminate your employment with the Company before you are vested.

Eligible Compensation Your Annual Contribution Credit is based on total Eligible Compensation paid to you during the Plan Year for services rendered. Eligible Compensation includes:

• Salary • Commissions • Wages • Overtime pay • Bonuses paid under an annual incentive plan maintained by the Company • Employee contributions • made on a before-tax basis to a cafeteria plan, • made as elective deferrals or Roth 401(k) contributions to a Company 401(k) plan, or • pay contributed for a qualified transportation fringe benefit

Eligible Compensation does not include:

• Bonuses (other than those paid under an annual incentive plan maintained by the Company) • Incentive pay • Reimbursements or other expense allowances • Payments for cashed-in vacation days • Payments upon termination of employment for accrued and unused vacation/PTO days • Fringe benefits


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• Moving expenses • Deferred compensation • Welfare benefits • Earnings with respect to equity-based compensation • Employer benefits or contributions under any qualified plan

The maximum amount of your Eligible Compensation that will be considered in a Plan Year is $280,000 in 2019. This amount is adjusted for inflation from time to time by the IRS.

Military Leave of Absence

If you are absent from work for U.S. military service, you will be treated as continuing to be employed by the Company for purposes of receiving Annual Contribution Credits and Interest Credits during the period of your absence if you:

• have re-employment rights under applicable laws when you are discharged from the military, and

• apply for re-employment with the Company upon your discharge from the military.


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Benefits Normal Retirement Benefit Your Normal Retirement Date is the first day of the month coinciding with or following your 65th birthday. When you retire at your Normal Retirement Date, you will receive your Pension Account. Refer to the "Form of Payment of Benefits" section to learn your benefit payment options when you retire at your Normal Retirement Date. Also, see “Benefits Payable on Termination of Employment and Vesting” below, for information regarding commencement of benefits earlier than your Normal Retirement Date. Required Beginning Date You must begin to receive your benefits from the Plan no later than your “Required Beginning Date.” Your Required Beginning Date is generally the April 1 following the calendar year in which occurs the later of the date you reach age 70-1/2 or the date you terminate employment. However, if you are a five percent owner of the Company, your Required Beginning Date is the April 1 following the calendar year in which you reach age 70-1/2, regardless of your employment status. Disability Benefit If you become disabled while employed by the Company, you will become 100% vested in your Pension Account and may elect to begin receiving the full amount in your Pension Account as of the first day of the month following the month in which you elect to receive your benefits. This is considered your Disability Retirement Date. You will be considered disabled if you are eligible to receive benefits under the long-term disability plan provided by the Company in which you are a participant. Restriction of Benefits Benefits are subject to certain restrictions described in the "Conditions Under Which Benefits May Be Limited, Lost or Forfeited" section. Please refer to this section for additional details.


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Benefits Payable on Termination of Employment and Vesting Vesting You vest in your benefits under the Plan in accordance with the following schedule:

Years of Vesting Service

Percentage of

Benefit Vested

Less than 3

3

0% 100%

Accordingly, if your employment is terminated after you have earned at least three Years of Vesting Service, you are 100% vested, and you may receive your Pension Account in one of the various forms described in the "Form of Payment of Benefits" section below. If you become disabled while employed by the Company, but before you are vested in your Plan benefits, and you choose to commence your benefits on a Disability Retirement Date, your benefits will automatically become 100% vested. If you die while employed by the Company, but before you are vested in your Plan benefits, your benefits will automatically become 100% vested and be payable to your surviving spouse or your beneficiary. If your employment is terminated other than by death or for disability before you have earned three Years of Service or have reached age 65, you will receive no benefits under this Plan. Benefit commencement following termination of employment You are not required to wait until a specified age to receive benefits under the Plan. Benefits may be paid immediately following your termination of employment, if you so elect. If you begin receiving benefits prior to your Normal Retirement Date, no additional benefits are payable under the Plan at your Normal Retirement Date.


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Form of Payment of Benefits You may choose how your benefits will be paid. The normal (default) form of benefit payment provides an annuity - a monthly income during your lifetime if you are not married and a monthly income for your lifetime as well as for your spouse’s lifetime if you are married. When your spouse’s lifetime is covered, the amount of your monthly payment is reduced. More details on the normal form of payment are provided below. Instead of an annuity, you can optionally elect to receive your benefit in the form of a single lump sum.

Normal Form of Benefit The “Normal” or default form of benefit payment depends on whether you are married at the time you begin receiving benefit payments. If you are married on the date you are to begin receiving benefits, your Normal Form of Benefit is a distribution in the form of a joint and 50% survivor annuity. This means your benefit will be paid to you until your death. If your spouse outlives you, he or she will continue to receive a monthly benefit equal to 50% of the amount you were receiving until his or her death. Your monthly benefit will be reduced (compared to the amount you would receive if the annuity was paid for your life only) to reflect the cost of providing your spouse with additional payments after you die. If you are not married on the date you are to begin receiving benefits, your Normal Form of Benefit is a single life annuity that will end when you die. Unless you obtain the written consent of your spouse to elect an optional form of benefit, you must receive the Normal Form of Benefit. Refer to the "Spousal Consent to Benefit and Designation of Alternate Beneficiary" section below.

Optional Forms of Benefit You may elect to receive an optional form of benefit or change the form of benefit previously elected if you:

• file a written request with the Company no more than 90 days before the date your benefits begin, and

• obtain your spouse’s consent. Your election may not be changed after the date your benefits begin. However, if you die before the date your benefits begin, any election made by you will be void. You may elect to receive one of the following Optional Forms of Benefit instead of the Normal Form of Benefit: Lump Sum Benefits under the Plan may be paid in the form of a single lump sum payment. No other amount will be payable to you after you have received the lump sum value of your Pension Account. If you receive your benefits in the form of a single lump sum payment, the distribution will be an “eligible rollover distribution.” The Plan will automatically withhold 20% of the lump sum


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distribution for federal income taxes, unless you have the distribution directly rolled over to an IRA, Roth IRA or another eligible retirement plan. Mandatory state tax withholding may also apply. If you receive payment of your benefits under the Plan and later decide to roll over your distribution into an IRA, Roth IRA or another eligible retirement plan, you must do so within 60 days of the date of your distribution. If you do not roll over your full lump sum (the 80% portion that was received PLUS the 20% portion that was withheld for federal income taxes), the portion of the benefit that is not rolled over is includable in your income and subject to taxes. Additionally, if you are under age 59½ when the lump sum distribution is made to you, you may be subject to an additional 10% early distribution tax on the amount of the distribution that you do not roll over. 75% Joint and Survivor Annuity Under this option, a reduced monthly benefit (compared to the amount you would receive if the annuity was paid for your life only) will be payable to you until your death. If your spouse outlives you, your spouse will continue to receive 75% of the benefit payable to you until his or her death. If your spouse dies before the date your benefits begin, the election will be considered void, and the benefit will be paid according to the Normal Form of Benefit for an unmarried participant. If your spouse dies before you and you have already begun receiving benefits, you cannot name another beneficiary. Your benefit will continue in the reduced amount for your lifetime only. Small Benefits If you terminate employment with the Company and the present value of your vested benefit is $1,000 or less, it will be distributed to you in the form of an immediate lump sum. If your lump sum exceeds $200, you may have the Trustee make a direct payment of all or a portion of your distribution to an IRA, Roth IRA or to another eligible retirement plan. Spousal Consent to Benefit and Designation of Alternate Beneficiary If you are married, your spouse must consent if you wish to designate an alternate beneficiary to receive any death benefits. Also, your spouse must consent to your wishes if you choose one of the Optional Forms of Benefit described above. Your spouse's consent must be:

• in writing on a form provided by and filed with the Company; • irrevocable and acknowledge the effect of the election of an Optional Form of Benefit

or designation of an alternate beneficiary; • witnessed by a notary public or plan representative; and • in the case of an election of an Optional Form of Benefit described above, filed with the

Company within the 90 days before your benefit is to begin.

If you are not married or your spouse cannot be located, you must certify on a form provided by the Company that you have no spouse or that your spouse cannot be located in order for your Optional Form of Benefit and/or beneficiary designation to be effective.


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Death Benefit If you die before your benefits begin, your surviving spouse will automatically receive 100% of the balance in your Pension Account in the form of a survivor annuity for his or her life. The survivor annuity will begin as soon as practicable after your death or, at your spouse’s election, on the first day of any month up to and including the month which would have included your 65th birthday. Your spouse may choose to receive a lump sum instead of a survivor annuity for life. With your spouse's consent (see the "Spousal Consent to Benefit and Designation of Alternate Beneficiary" section above), you may designate an alternate beneficiary to receive any death benefits due under the Plan. Your alternate beneficiary will receive your Pension Account in an immediate lump sum and will be able to roll over such distribution to an IRA or Roth IRA.. If you are unmarried at the time of your death and have designated a beneficiary to receive a distribution of your benefits under the Plan, your designated beneficiary will receive your Pension Account in an immediate lump sum and will be able to roll over such distribution to an IRA or Roth IRA. If you have failed to designate a beneficiary or no designated beneficiary survives you, your Pension Account will be paid to your estate. Finally, a beneficiary of a participant who dies while performing qualified military service will be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) that would be provided under the Plan if the participant had resumed employment on the date of his death and then terminated employment due to death.


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Conditions Under Which Benefits May Be Limited, Lost or Forfeited

Your Plan benefits may be limited or forfeited under these circumstances:

• If you terminate employment before becoming vested in any benefit under the Plan,

you are not eligible for any benefit. • If you terminate employment before becoming vested in any benefit under the Plan and

later become a Participant in the Plan, you may lose your Years of Vesting Service earned before your termination of employment, depending on the length of your absence.

• As per IRS rules, the most you are allowed to receive as an annual pension benefit is either (a) $225,000 or (b) 100% of your average compensation using the three consecutive years when your compensation is highest, whichever of these amounts is lower. The $225,000 limit applies to benefits payable beginning in 2019, and may be periodically adjusted by the IRS for future cost of living increases.

• If you are receiving benefits under the Plan in an annuity form, and you return to full time employment with the Company prior to your Required Beginning Date, payment of your benefits will end. Your Pension Account will be reestablished on your date of re-employment in an amount equal to: your prior Pension Account, minus payments made until your date of re-employment, plus Interest Credits through that date.

Benefit payments will begin again at the earlier of your Required Beginning Date or your subsequent termination of employment. You are not required to repay any lump sum distribution that may have previously been made.

• Certain restrictions on payments of lump sums may apply should the funding level of the Plan fall below a certain range. In some cases, these restrictions may apply only to the 25 most highly compensated employees and former employees of the Company. You will be notified if these restrictions apply to you or the Plan.


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Claims Procedure

Claim If you believe that you have been denied a benefit to which you are entitled, you or your duly authorized representative may file a written request for that benefit with the Human Resources Department outlining your claim. The request must be addressed to:

The Human Resources Department PBF Holding Company LLC 1 Sylvan Way Parsippany, NJ 07054

Claim Decision Upon receipt of a claim, the Human Resources Department will confirm receipt and notify you that you will receive a response to your claim within 90 days. The Human Resources Department may extend the reply period for an additional 90 days for reasonable cause. If the reply period is extended, the Human Resources Department will advise you in writing during the initial 90-day period indicating:

• the special circumstances requiring an extension, and • the date by which the Human Resources Department expects to provide you with a

benefit determination.

If the claim is denied in whole or in part, the Human Resources Department will provide you with an easily understandable written letter explaining:

• the specific reason or reasons for the denial; • the specific references to pertinent Plan provisions on which the denial is based; • a description of any additional material or information necessary for you to re-submit

the claim and an explanation as to why it is necessary; • steps to be taken if you wish to re-submit the claim for review, including a statement of

your right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review; and

• the time limits for requesting a review of the denial and for the actual review of the denial.

Request for Review Within 60 days after you receive the written opinion described above, you may request in writing that the Retirement Plans Committee review the prior determination. You or your duly authorized representative may submit written comments, documents, records or other information relating to the denied claim. Any information you provide will be considered without regard to whether it was submitted or considered in the initial benefit determination. You or your duly authorized representative will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information that


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i. was relied upon by the Human Resources Department in making its initial claims decision,

ii. was submitted, considered or generated in the course of the Human Resources Department making its initial claims decision, without regard to whether such instrument was actually relied upon by the Human Resources Department in making its decision, or

iii. demonstrates compliance by the Human Resources Department with its administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants.

If you do not request a review of the Human Resources Department's determination within the 60-day period, you will be denied the opportunity to challenge the determination.

Review of Decision Within a reasonable period of time after the Retirement Plans Committee receives a request for review (ordinarily not later than 60 days), it will evaluate the prior determination. If special circumstances require that the 60-day time period be extended, the Retirement Plans Committee will notify you within the initial 60-day period indicating the special circumstances requiring an extension and the date by which the Retirement Plans Committee expects to render its decision on review. The extended review will be completed as soon as possible but not later than 120 days after receipt of the request for review. The Retirement Plans Committee has discretionary authority to determine your eligibility for benefits and to interpret the terms of the Plan. Benefits under the Plan will be paid only if the Retirement Plans Committee decides that you are entitled to such benefits. The decision of the Retirement Plans Committee will be final and non-reviewable, unless found to be arbitrary and capricious by a court of competent review. If the Retirement Plans Committee makes an adverse benefit determination on review, it will provide you with an easily understandable written letter explaining:

• the specific reason or reasons for the denial; • the specific references to pertinent Plan provisions on which the denial is based; • a statement that you are entitled to receive, upon request and free of charge, reasonable

access to, and copies of, all documents, records and other information that

i. was relied upon by the Retirement Plans Committee in making its decision,

ii. was submitted, considered or generated in the course of the Retirement Plans Committee making its decision, without regard to whether such instrument was actually relied upon by the Retirement Plans Committee in making its decision, or

iii. demonstrates compliance by the Retirement Plans Committee with the

administrative processes and safeguards designed to ensure and to verify that benefit claims determinations are made in accordance with governing Plan documents, and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants; and


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• a statement of your right to bring a civil action under Section 502(a) of ERISA following the adverse benefit determination.


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Distribution Upon Termination of Plan If the Plan is terminated, all Participants will become fully vested in their benefits only to the extent that the Plan is sufficiently funded. Upon termination or partial termination, assets of the Plan will be applied to provide pensions for employees, joint annuitants and beneficiaries in the following order of priority, subject to IRS approval:

• benefits (subject to certain limitations) for each Participant or beneficiary whose benefits were in

pay status or who was eligible to receive a benefit three years before the termination date of the Plan;

• benefits guaranteed by the Pension Benefit Guaranty Corporation ('PBGC"); • all other non-forfeitable benefits under the Plan; and • all other non-vested benefits under the Plan.

If the assets available for allocation described above are insufficient to satisfy in full the benefits of all individuals identified, the assets will be allocated pro rata among the individuals on the basis of the present value of their benefits. Any residual assets of the Plan may be returned to the Company. Your benefits under this Plan are insured by the PBGC, a federal insurance agency. If the Plan terminates (ends) without enough money to pay all benefits, the PBGC will step in to pay benefits. Most people receive all of the benefits they would have received under their plan, but some people may lose certain benefits. The PBGC guarantee generally covers:

• normal and early retirement benefits; • disability benefits if you become disabled before the Plan terminates; and • certain benefits for your survivors.

The PBGC guarantee generally does not cover:

• benefits greater than the maximum guaranteed amount set by law for the year in which the Plan terminates;

• some or all of benefit increases and new benefits based on Plan provisions that have been in place for fewer than five years at the time the Plan terminates;

• benefits that are not vested because you have not worked long enough for the Company; • benefits for which you have not met all of the requirements at the time the Plan terminates; • certain early retirement payments (such as supplemental benefits that stop when you become

eligible for Social Security) that result in an early retirement monthly benefit greater than your monthly benefit at the Plan’s normal retirement age; and

• non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay, and severance pay.

Even if certain of your benefits are not guaranteed, you still may receive some of those benefits from the PBGC depending on how much money the Plan has and on how much the PBGC collects from employers.


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For more information about the PBGC and the benefits it guarantees, ask the Plan Administrator or contact the PBGC's Technical Assistance Division, 1200 K Street N.W., Suite 930, Washington, D.C. 20005-4026 or call 202-326-4000 (not a tall-free number). TTY/TDD users may call the federal relay service toll-free at 1-800-877-8339 and ask to be connected to 202-326-4000. Additional information about the PBGC's pension insurance program is available through the PBGC's website on the Internet at http://www.pbgc.gov.


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Funding (Contributions) Funding Liabilities Each year, the Company will contribute an amount determined by an actuary to maintain financial soundness of the Plan. This amount will be used to satisfy current Plan liabilities. Participant Contributions All benefits are provided by Company contributions. You are not required or permitted to contribute to the Plan. Trustee or Insurance Company Company contributions will be made to a Trust Fund administered by a Trustee or to an insurance company selected by the Company. The Plan Administrator has the responsibility of determining how the Trust Fund assets will be invested.


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Rights of Participants As a Participant in the PBF Energy Pension Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is subject to ERISA, which entitles all Plan Participants to: Receive Information About Your Plan and Benefits

• Examine, without charge, at the Plan Administrator's office and at other specified locations, such as work sites and union halls, all documents governing the Plan, including collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

• Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including collective bargaining agreements and copies of the latest annual report (Form 5500 Series) and updated summary plan descriptions. The Administrator may make a reasonable charge for copies.

• Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of the annual funding notice.

• Obtain a statement telling you whether you have a right to receive a benefit at normal retirement age (age 65) and if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you do not have a right to a benefit, the statement will tell you how many more years you will have to work to obtain a benefit. This statement must be requested in writing and is not required to be given more than once every twelve months. The Plan must provide the statement free of charge.

Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called "fiduciaries", have a duty to act prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your Company, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. You have the right to have the Plan review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator


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to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. Assistance with Your Questions If you have any questions about this Plan, you should contact the Plan Administrator. If you have any questions about this statement or your ERISA rights, or if you need assistance in obtaining documents from the Plan Administrator, contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration 1-866-444-3272 or by visiting its website at www.dol.gov/ebsa.


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Additional Information About The Plan Amendment and Termination of the Plan Although the Company intends to continue this Plan, the Company has the right to amend or terminate the Plan at any time under any circumstances through the action of the Chief Executive Officer. No amendment, however, may permit any part of the assets of the Plan (other than such part as is required to pay taxes and administration expenses) to be used for any purpose other than for the exclusive benefit of you and other Plan Participants and beneficiaries. Also, no amendment can reduce your accrued benefit.

Limitations on Rights of Participants Participation in the Plan does not give you the right to be retained in the service of the Company, nor does it entitle you to any interest, pension, or benefits other than the benefits specifically provided for in the Plan.

Lost Participants If it is not possible to make payment of your benefit because the Plan Administrator cannot locate you after making reasonable efforts to do so, a payment may be made to you no later than 60 days after the date the Plan Administrator locates you.

Type of Plan Defined benefit Plan Year January 1 - December 31

Type of Administration The Plan is self-administered. Plan Sponsor and Identification Number of Company Which Maintains the Plan

PBF Holding Company LLC 1 Sylvan Way Parsippany, NJ 07054

The PBF Holding Company LLC Identification Number is 27-2198168. If other employers join in sponsoring the Plan in the future, you may examine a complete list of such sponsors upon written request to the Plan Administrator.


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Agent for Service of Legal Process

The General Counsel of the Company PBF Holding Company LLC 1 Sylvan Way Parsippany, NJ 07054

In addition, service of legal process may be made upon the Plan Trustee or the Plan Administrator. Plan Administrator The Company (the "Plan Administrator") shall administer the Plan. The Plan Administrator has the discretionary authority to construe, interpret and administer all provisions of the Plan on a uniform non-discriminatory basis.

PBF Holding Company LLC 1 Sylvan Way Parsippany, NJ 07054 Tel. No. (973) 455-7575

Trustee The Company has selected the Trustee to hold and invest the assets of the Plan in a trust fund. The Trustee will pay benefits to Participants or beneficiaries in the amount and manner prescribed by written instructions from the Plan Administrator. The Trustee is:

State Street Bank and Trust Company 801 Pennsylvania Avenue Kansas City, MO 64105

Plan Identification Number 001 Top-Heavy Plans If at the end of any plan year more than 60% of the value of benefits under this Plan and certain other plans maintained by the Company and its affiliates accrue to the benefit of certain officers or large shareholders of the Company or its affiliates ("Key Employees"), the Plan will be classified as "top-heavy" and the tax laws will require accelerated vesting and a minimum benefit for Participants who are not Key Employees. You will be notified if the Plan becomes “top-heavy”.


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Qualified Domestic Relations Orders The Plan will pay all or a portion of your benefits in compliance with a qualified domestic relations order ("QDRO") received by the Company. A QDRO is any judgment, decree or order (including approval of a property settlement agreement) made on the basis of a domestic relations law. The order may relate to child support, alimony, or marital property rights of a spouse, former spouse, child or other dependent and may direct payment of all or part of your benefit to another person. Procedures have been established under the Plan for determining whether any order constitutes a QDRO. Copies of those procedures may be obtained from the Plan Administrator without charge.


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APPENDIX A

SPECIAL PROVISIONS RELATING TO TOLEDO, OHIO EMPLOYEES

Eligibility If you were actively employed at the Toledo, Ohio location on March 1, 2011, you became a Participant in this Plan effective as of that date. If you become an employee of the Company after March 1, 2011, you begin participation in the Plan under the normal eligibility rules of the Plan (the first day of the month following your 30th day of service with the Company). Service and Hours of Employment Years of Vesting Service If you were actively employed at the Toledo, Ohio location on March 1, 2011, your Years of Vesting Service will include all past vesting service credited to you under the Sunoco, Inc. Retirement Plan as of that date.


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APPENDIX B

SPECIAL PROVISIONS RELATING TO DELAWARE CITY, DELAWARE EMPLOYEES

Service and Hours of Employment Years of Vesting Service If you were actively employed at the Delaware City, Delaware location as a non-collectively bargained Participant as of June 1, 2010, or you were actively employed at the Delaware City, Delaware location as a collectively bargained Participant as of September 1, 2011, your Years of Vesting Service will include all past vesting service credited to you under the Valero Energy Corporation Pension Plan as of that date. Pension Accounts Annual Contribution Credit Effective January 1, 2014, Participants employed at the Delaware City, Delaware location became subject to the general Annual Contribution Credit formula under the Plan (please refer to the section called “Annual Contribution Credit” under the heading “Pension Accounts” on page 3 of this SPD for additional details). Prior to January 1, 2014, Participants employed at the Delaware City, Delaware location were eligible for Annual Contribution credits as follows: Annual Contribution Credit applicable to Eligible Compensation Up to the Social Security Wage Base: 7% Annual Contribution Credit applicable to Eligible Compensation In Excess of the Social Security Wage Base: 14%


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APPENDIX C

SPECIAL PROVISIONS RELATING TO PAULSBORO, NEW JERSEY REFINERY EMPLOYEES

Eligibility If you were actively employed at the Paulsboro, New Jersey refinery on December 17, 2010, you became a Participant in this Plan effective as of that date. If you become an employee of the Company, whether in a non-bargained capacity or pursuant to the collective bargaining agreement between the Company and the Independent Oil Workers Union, after December 17, 2010, you begin participation in the Plan on the first day of the month following your 30th day of service with the Company. Service and Hours of Employment Years of Vesting Service If you were actively employed at the Paulsboro, New Jersey refinery on December 17, 2010, your Years of Vesting Service will include all past vesting service credited to you under the Valero Energy Corporation Pension Plan as of that date. Pension Accounts Annual Contribution Credit If you were actively employed at the Paulsboro, New Jersey refinery on both December 17, 2010 and December 31, 2010, you will receive a pro-rated Annual Contribution Credit reflecting your period of employment with the Company from December 17, 2010 to December 31, 2010. If you were actively employed at the Paulsboro, New Jersey refinery on December 17, 2010 and had 80 or more total “points” (age plus completed Years of Vesting Service) as of that date, your Annual Contribution Credit percentage shall be 11% of Eligible Compensation up to the Social Security Wage Base (SSWB) and 14% of Eligible Compensation in excess of the Social Security Wage Base (in lieu of any of the Annual Contribution Credit percentages listed in the schedule on page 3 of this Summary Plan Description).

Ex. John was an active employee at the Paulsboro, New Jersey refinery on December 17, 2010 with over 80 “points” as of that date (including prior service credited to him under the Valero Energy Corporation Pension Plan) and works for the Company the entire 2018 Plan Year. He has Eligible Compensation for the 2018 Plan Year of $150,000. As of December 31, 2018, John’s Plan account is credited with an Annual Contribution Credit equal to $17,148, which is derived as follows:

1) 11% of Eligible Compensation up to SSWB ($128,400) = $14,124

2) 14% of Eligible Compensation over SSWB ($21,600) = $3,024

$17,148


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APPENDIX D

SPECIAL PROVISIONS RELATING TO CHALMETTE, LOUISIANA EMPLOYEES

Eligibility If you were actively employed at the Chalmette, Louisiana location on November 1, 2015 in connection with the Company’s purchase of that location from ExxonMobil, you became a Participant in this Plan effective as of November 1, 2015. If you become an employee of the Company, whether in a non-bargained capacity or pursuant to the collective bargaining agreement between the Company and your union, after November 1, 2015, you begin participation in the Plan on the first day of the month following your 30th day of service with the Company. Service and Hours of Employment Years of Vesting Service If you were actively employed at the Chalmette, Louisiana location on November 1, 2015 in connection with the Company’s purchase of that location from ExxonMobil, your Years of Vesting Service will include all past vesting service credited to you under the ExxonMobil Pension Plan as of that date. Pension Accounts Annual Contribution Credit If you were actively employed at the Chalmette, Louisiana location on November 1, 2015 in connection with the Company’s purchase of that location from ExxonMobil, you will receive a pro-rated Annual Contribution Credit for 2015 reflecting your period of employment with the Company from November 1, 2015 to December 31, 2015. The amount of your pro-rated Annual Contribution Credit and the amount of your Annual Contribution Credits going forward depends on your age and Years of Vesting Service at certain dates, as detailed below. Generally, if you were actively employed at the Chalmette, Louisiana location on November 1, 2015 in connection with the Company’s purchase of that location from ExxonMobil, and: • as of November 1, 2015 you were either: (i) age 52 or older with 12 or more Years of Vesting

Service; or (ii) age 65 or older OR, • as of January 1, 2016, you were either: (i) under age 35; or (ii) have less than 5 Years of Vesting

Service,


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then you will receive the Annual Contribution Credit that applies generally under the Plan, as described on page 3 of this SPD (please refer to the section called “Annual Contribution Credit” under the heading “Pension Accounts”). However, if you were actively employed at the Chalmette, Louisiana location on November 1, 2015 in connection with the Company’s purchase of that location from ExxonMobil, and: • you are not an employee described in the foregoing paragraph,

OR

• you are listed in the Memorandum of Understanding between PBF Holding Company and the USW

dated October 12, 2017, but as of November 1, 2015 you are not age 52 or older with 12 or more Years of Vesting Service or age 65 or older, and as of January 1, 2016, you are age 35 or older, or you have at least 5 Years of Vesting Service,

then your Annual Contribution Credit will be based on the following chart, depending on your points (age plus Years of Vesting Service) as of January 1, 2016:

Annual Contribution Credit applicable to Eligible Compensation up to the Social Security Wage Base

Total Points (Age + Years of Vesting Service) as of January 1, 2016

12.5% Less than 55 15.5% 55-65 21% Over 65

In addition to the amount indicated above, your Annual Contribution Credit will also include 14% of your Eligible Compensation, if any, in excess of the Social Security Wage Base. The percentages described in the above chart are fixed and will not change regardless of your increased age or Years of Vesting Service earned after January 1, 2016 (however, your Annual Contribution Credit is subject to change based on changes in your Eligible Compensation and changes in the SSWB).These amounts are in lieu of any of the Annual Contribution Credits described on page 3 of this Summary Plan Description.

Ex. Jeff was an active employee at the Chalmette, Louisiana facility on November 1, 2015 and works for the Company the entire 2018 Plan Year. He meets the special criteria described in this section, and therefore is entitled to an Annual Contribution Credit for 2018 according to the provisions described above.

Jeff has Eligible Compensation for the 2018 Plan Year of $150,000. Jeff is 50 years old and has 10 completed Years of Vesting Service (inclusive of years of service credited to him under the ExxonMobil Pension Plan). Therefore, he has 60 points. As of December 31, 2018, Jeff’s Plan account is credited with an Annual Contribution Credit equal to $ 22,926 which is derived as follows:

1) 15.5% of Eligible Compensation up to the 2018 SSWB ($128,400) = $19,902

PLUS

2) 14% of Eligible Comp over SSWB ($21,600) = $ 3,024

$22,926


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APPENDIX E

SPECIAL PROVISIONS RELATING TO

TORRANCE, CALIFORNIA EMPLOYEES

Eligibility If you were actively employed at the Torrance, California location on July 1, 2016 in connection with the Company’s purchase of that location from ExxonMobil, you became a Participant in this Plan effective as of July 1, 2016. If you become an employee of the Company, whether in a non-bargained capacity or pursuant to the collective bargaining agreement between the Company and your union, after July 1, 2016, you begin participation in the Plan on the first day of the month following your 30th day of service with the Company. Service and Hours of Employment Years of Vesting Service If you were actively employed at the Torrance, California location on July 1, 2016 in connection with the Company’s purchase of that location from ExxonMobil, your Years of Vesting Service will include all past service credited to you under the ExxonMobil Pension Plan for benefit calculation purposes as of that date. Pension Accounts Annual Contribution Credit If you were actively employed at the Torrance, California location on July 1, 2016 in connection with the Company’s purchase of that location from ExxonMobil, you will receive a pro-rated Annual Contribution Credit for 2016 reflecting your period of employment with the Company from July 1, 2016 to December 31, 2016. The amount of your pro-rated Annual Contribution Credit and the amount of your Annual Contribution Credits going forward depends on your age and Years of Vesting Service at certain dates, as detailed below. If you were actively employed at the Torrance, California location on July 1, 2016 in connection with the Company’s purchase of that location from ExxonMobil, and as of that date, you were: (i) over age 52 with 12 or more Years of Vesting Service; (ii) over age 65; (iii) under age 35; or (iv) have less than 5 Years of Vesting Service, you will receive the Annual Contribution Credit that applies generally under the Plan, as described on page 3 of this SPD (please refer to the section called “Annual Contribution Credit” under the heading “Pension Accounts”). If you were actively employed at the Torrance, California location on July 1, 2016 in connection with the Company’s purchase of that location from ExxonMobil, and you are not an employee described in the foregoing paragraph, your Annual Contribution Credit will be based on the following chart, depending on your points (age plus Years of Vesting Service) as of July 1, 2016:


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Annual Contribution Credit applicable to Eligible Compensation up to the Social Security Wage Base

Total Points (Age + Years of Vesting Service) as of July 1, 2016

12.5% Less than 55 15.5% 55-65 21% Over 65

In addition to the amount indicated above, your Annual Contribution Credit will also include 14% of your Eligible Compensation, if any, in excess of the Social Security Wage Base. The percentages described in the above chart are fixed and will not change regardless of your increased age or Years of Vesting Service earned after July 1, 2016 (however, your Annual Contribution Credit is subject to change based on changes in your Eligible Compensation and changes in the SSWB).These amounts are in lieu of any of the Annual Contribution Credits described on page 3 of this Summary Plan Description.

Ex. Mike was an active employee at the Torrance, California facility on July 1, 2016 and works for the Company the entire 2018 Plan Year. He meets the special criteria described in this section, and therefore is entitled to an Annual Contribution Credit for 2018 according to the provisions described above.

Mike has Eligible Compensation for the 2018 Plan Year of $150,000. Mike is 50 years old and has 10 completed Years of Vesting Service (inclusive of years of service credited to him under the ExxonMobil Pension Plan). Therefore, he has 60 points. As of December 31, 2018, Mike’s Plan account is credited with an Annual Contribution Credit equal to $22,926, which is derived as follows:

1) 15.5% of Eligible Compensation up to the 2018 SSWB ($128,400) = $19,902

PLUS

2) 14% of Eligible Comp over SSWB ($21,600) = $ 3,024

$22,926

Documents

Summary Plan Description PBF Energy Pension Plan · 2019-03-18 · Introduction This booklet is the Summary Plan Description (SPD) for the PBF Energy Pension Plan (the Plan). This