EXHIBIT 10(iii)(a.3)


November 29, 2017


Exxon Mobil Corporation


Extended Provisions for Restricted Stock
Unit Agreements - Settlement in Shares


 


1.     Effective
Date and Credit of Restricted Stock Units.  If Grantee accepts the award on or
before March 5, 2018, this Agreement will become effective the date the
Corporation receives the award acceptance. After this agreement becomes
effective, the Corporation will credit to Grantee the number of restricted
stock units specified in the award package. Subject to the terms and conditions
of this Agreement, each restricted stock unit ("unit") will entitle
Grantee to receive in settlement of the unit one share of the Corporation's
common stock.


 


2.     Conditions.  If credited, the units will be subject to the provisions
of this Agreement, and to such regulations and requirements as the administrative
authority of the Program may establish from time to time. The units will be
credited to Grantee only on the condition that Grantee accepts such provisions,
regulations, and requirements.


 


3.     Restrictions
and Risk of Forfeiture.
During the
applicable restricted periods specified in section 4 of this Agreement,


(a)      
the units under restriction may not be sold, assigned, transferred, pledged,
or otherwise disposed of or encumbered, and any attempt to do so will be null
and void; and


(b)      
the units under restriction may be forfeited as provided in section 6.


 


4.     Restricted Periods.  The restricted
periods will commence when the units are credited to Grantee and, unless the
units have been forfeited earlier under section 6, will expire as follows,
whether or not Grantee is still an employee:


(a)      
with respect to 50% of the units, on November 29, 2022; and


(b)      
with respect to the remaining units, on the later to occur of


(i)       
November  29,  2027,  or 


(ii)     
the  first  day  of  the  calendar  year  immediately  following  the  year in  which  Grantee 
terminates;  except  that 


(c)      
the restricted periods will automatically expire with respect to all shares
on the death of Grantee.


 


5.     No
Obligation to Credit Units. 
The Corporation will have no obligation to credit any units and will have no
other obligation to Grantee with respect to the subject matter of this
Agreement if Grantee fails to accept the award on or before March 5, 2018. In
addition, whether or not Grantee has accepted the award, the Corporation will
have no obligation to credit any units and will have no other obligation to
Grantee with respect to  the  subject  matter  of  this  Agreement  if,  before  the  units  are  credited: 


(a)      
Grantee terminates (other  than by  death) before standard  retirement  time  within the meaning  of  the  Program,  except  to the extent the administrative authority  of  the  Program  determines  Grantee may  receive  units  under  this  Agreement;  or 


(b)      
Grantee  is  determined  to  have  engaged  in  detrimental  activity  within  the  meaning  of  the  Program. 


 


6.     Forfeiture
of Units After Crediting. 
Until  the  applicable  restricted  period  specified  in  section  4  has  expired, 
the  units  under  restriction  will  be forfeited  or  subject  to  forfeiture  in  the  following  circumstances: 


 


Termination


If Grantee  terminates  (other  than  by  death)  before  standard  retirement  time  within  the  meaning  of  the Program,  all  units  for  which  the  applicable  restricted  periods  have  not  expired  will  be  automatically
forfeited  as  of  the  date  of  termination,  except  to  the  extent  the  administrative  authority  determines
Grantee  may  retain  units  issued  under  this  Agreement. 


 


Detrimental activity 


If Grantee  is  determined  to  have  engaged  in  detrimental  activity 
within  the  meaning  of  the  Program,  either
before  or  after  termination,  all  units  for  which  the  applicable  restricted  periods  have  not  expired  will  be automatically  forfeited  as  of  the  date  of  such  determination. 


 


Attempted transfer 


The units  are  subject  to  forfeiture  in  the  discretion  of  the  administrative  authority  if  Grantee  attempts  to
sell, assign,  transfer, 
pledge,  or  otherwise  dispose  of  or  encumber  them  during  the  applicable  restricted
periods. 






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Applicable law


The units are subject to
forfeiture in whole or in part as the administrative authority deems necessary
to comply with applicable law or Corporation policy including, without
limitation, any clawback obligations determined to be owed by Grantee to the
Corporation in connection with this or other awards.


7.      
Taxes.  Notwithstanding
the restrictions on transfer that otherwise apply, the Corporation in its sole
discretion may withhold units, or shares otherwise deliverable in settlement of
units, either at the time of crediting, at the time of settlement, or at any
other time in order to satisfy any required withholding, social security, and
similar taxes or contributions (collectively, "required taxes").
Withheld units or shares may be retained by the Corporation or sold on behalf
of Grantee. The Corporation in its sole discretion may also withhold any required
taxes from dividend equivalents paid on the units.


8.      
Form of
Units; No Shareholder Status. 
The units will be represented by book-entry credits in
records maintained by or on behalf of the Corporation. Units will be unfunded
and unsecured promises by the Corporation to deliver shares in the future upon
the terms and subject to the conditions of this Agreement. Grantee will not be
a shareholder of the Corporation with respect to units prior to the time shares
are actually registered in Grantee's name in settlement of such units in
accordance with section 9.


9.      
Settlement
of Units.  If
and when the applicable restricted period expires with respect to any units,
subject to section 7, the Corporation will issue shares, free of restriction
and registered in the name of Grantee, in settlement of such units.  Such
shares will be delivered promptly after such expiration to or for the account
of Grantee either in certificated form or by book-entry transfer in accordance
with the procedures of the administrative authority in effect at the time.


10.   
Dividend
Equivalents. 
The Corporation will pay to Grantee cash with respect
to each credited unit corresponding in amount, currency, and timing to cash
dividends that would be payable with respect to a share of common stock outstanding
on each record date that occurs during the applicable restricted period.
Alternatively, the administrative authority may determine to reinvest such
dividend equivalents in additional units which will be held subject to all the
terms and conditions otherwise applicable to units under this Agreement.


11.   
Change
in Capitalization. 
If during the applicable restricted periods a stock
split, stock dividend, or other relevant change in capitalization of the
Corporation occurs, the administrative authority will make such adjustments in
the number of units credited to Grantee, or in the number and type of
securities deliverable to Grantee in settlement of such units and used in
determining dividend equivalent amounts, as the administrative authority may
determine to be appropriate. Any resulting new units or securities credited
with respect to previously credited units that are still restricted under this
Agreement will be delivered to and held by or on behalf of the Corporation and
will be subject to the same provisions, restrictions, and requirements as those
previously credited units.


12.   
Limits
on the Corporation’s Obligations. 
Notwithstanding anything else contained in this Agreement, under no
circumstances will the Corporation be required to credit any units or issue or
deliver any shares in settlement of units if doing so would violate any law or
listing requirement that the administrative authority determines to be
applicable.


13.   
Receipt
or Access to Program. 
Grantee acknowledges receipt of or access to the full text of the Program.


14.   
Addresses
for Communications. 
To facilitate communications regarding this Agreement,
Grantee agrees to notify the Corporation promptly of changes in current mailing
and email addresses. Communications to the Corporation in connection with this
Agreement should be directed to the Incentive Processing Office, or to such
other address as the Corporation may designate by further notice to Grantee.


15.   
Transfer
of Personal Data. 
The administration of the Program and this Agreement, including any subsequent
ownership of shares, involve the collection, use, and transfer of personal data
about Grantee between and among the Corporation, selected subsidiaries and
other affiliates of the Corporation, and third-party service providers such as
Morgan Stanley and Computershare (the Corporation's transfer agent), as well as
various regulatory and tax authorities around the world. This data includes
Grantee's name, age, date of birth, contact information, work location,
employment status, tax status, social security number, salary, nationality, job
title, share ownership, and details of incentive awards granted, cancelled,
vested or unvested, and related information. By accepting this award, Grantee
authorizes such collection, use, and transfer of this data. Grantee may, at any
time and without charge, view such data and require necessary corrections to
it. Such data will at all times be held in accordance with applicable laws,
regulations, and agreements.





 






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16.    No Employment Contract or
Entitlement to Other or Future Awards.  This Agreement, the
Corporation's incentive programs, and Grantee's selection for incentive awards
do not imply or form a part of any contract or assurance of employment, and
they do not in any way limit or restrict the ability of Grantee's employer to
terminate Grantee's employment. Grantee acknowledges that the Corporation
maintains and administers its incentive programs entirely in its discretion and
that Grantee is not entitled to any other or future incentive awards of any
kind in addition to those that have already been granted.


17.   
Governing
Law and Consent to Jurisdiction. 
This Agreement and the Program are governed by the laws
of the State of New York without regard to any conflict of law rules. Any
dispute arising out of or relating to this Agreement or the Program may be
resolved in any state or federal court located within Dallas County, Texas,
U.S.A. Grantee accepts that venue and submits to the personal jurisdiction of
any such court. Similarly, the Corporation accepts such venue and submits to
such jurisdiction.


18.   
Entire
Agreement.  This
Agreement constitutes the entire understanding between Grantee and the
Corporation with respect to the subject matter of this Agreement.








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