EXHIBIT 10(iii)(b.2)


 


EXXON MOBIL CORPORATION


EARNINGS BONUS UNIT AWARD


 


	
   

  	
   

  	
  Maximum

  	
  Maximum

  
	
   

  	
   

  	
  Settlement

  	
  Settlement

  
	
   

  	
  Number

  	
  Value Per

  	
  Value of

  
	
  Name of Grantee

  	
  of EBUs

  	
  EBU

  	
  Award

  
	
   

  	
   

  	
  $6.50

  	
   

  






 


This EARNINGS BONUS UNIT
AWARD is granted in Dallas County, Texas by Exxon Mobil Corporation (the
"Corporation") effective November 29, 2017 (the "date of
grant"), pursuant to the Short Term Incentive Program adopted by the Board
of Directors of the Corporation on October 27, 1993, as amended (the
"Program"). This award is subject to the provisions of this
instrument and the Program and to such regulations and requirements as may be
stipulated from time to time by the administrative authority defined in the
Program and is granted on the condition that Grantee accepts such provisions,
regulations, and requirements. This instrument incorporates by reference the
provisions of the Program, as it may be amended from time to time, including
without limitation the definitions of terms used in this instrument and defined
in the Program.


1. Award. The
Corporation has granted to Grantee the number of earnings bonus units
("EBUs") set forth above, with each EBU having the maximum settlement
value set forth above. Subject to the other terms of this award, Grantee has
the right, for each of these EBUs, to receive from the Corporation, promptly
after the settlement date defined below, an amount of cash equal to the
Corporation's cumulative earnings per common share (assuming dilution) as
reflected in its quarterly earnings statements as initially filed in its
quarterly or annual reports with the U.S. Securities and Exchange Commission
commencing with earnings for the first full quarter following the date of grant
to and including the last full quarter preceding the settlement date; provided,
however, that the amount of such settlement will not exceed the maximum
settlement value specified above.


2. Settlement Date.
The settlement date of these EBUs will be the earlier of (i) the date of
publication of the Corporation's quarterly earnings statement for the twelfth
(12th) full quarter following the date of grant, or (ii) the date of
publication of the Corporation's quarterly earnings statement which brings the
cumulative earnings per common share (assuming dilution) as initially filed in
its quarterly or annual reports with the U.S. Securities and Exchange
Commission commencing with the first full quarter following the date of grant
to an amount at least equal to the maximum settlement value per EBU specified
above.


3. Annulment.
This award is provisional until the Corporation actually pays cash in
settlement of the award.


(a) If, before the
Corporation pays such cash, Grantee terminates (other than by death) before
standard retirement time within the meaning of the Program, this award will
automatically expire as of the date of termination, except to the extent the
administrative authority determines Grantee may retain this award.


(b) If, before the
Corporation pays such cash, Grantee is determined to have engaged in
detrimental activity within the meaning of the Program, this award will
automatically expire as of the date of such determination.


(c) Provisional awards held
by executive officers may also be subject to cancellation 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.


4. Adjustments. The
number of EBUs covered by this award and the meaning of the term "common
share" will be adjusted by the administrative authority as it deems
appropriate to give effect to any stock split, stock dividend or other relevant
change in capitalization of the Corporation after the date of grant and prior
to the settlement date.


5. Governing Law and Consent to Jurisdiction. This award
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 award or the Program may be resolved in any state or federal court located
within Dallas County, Texas, U.S.A. This award is issued on the condition that
Grantee accepts such venue and submits to the personal jurisdiction of any such
court. Similarly, the Corporation accepts such venue and submits to such
jurisdiction.


 


	
   

  	
  EXXON MOBIL
  CORPORATION