EXHIBIT 10(iii)(c.3)


 


EXXONMOBIL
ADDITIONAL PAYMENTS PLAN 


 


 


1. Purpose 


 


The purpose of this Plan is to provide
additional payments from the general assets of Exxon Mobil Corporation (the
“Corporation”) to certain persons.  The benefits payable under this Plan
consist of two types of pension benefits and a disability benefit.  The
first pension benefit is a benefit based upon the person’s final average
incentive compensation (“Incentive Pension Benefit”).  The second pension
benefit restores certain benefits that are accrued under a pension plan
sponsored by a non-U.S. affiliate of the Corporation but which are not paid
(“Overseas Makeup Benefit”).  The disability benefit is based on incentive
compensation and is paid in the event of a long-term disability (“Disability
Benefit”).


 


 


2. Incentive
Pension Benefits


 


2.1          Eligibility 


A person is eligible
to receive Incentive Pension Benefits only if the person satisfies at either of
the following requirements:


(A)          the person becomes a retiree within the meaning of
the ExxonMobil Common Provisions (“retiree”); or


(B)          in the case of an individual who after terminating
employment from the Corporation or any of its affiliates continues employment
with Infineum USA Inc. or one of its affiliates (collectively, "Infineum"),
becomes a qualified plans retiree within the meaning of the ExxonMobil Common
Provisions (“qualified plans retiree”).


 


2.2          Benefit Formula


(A)          In
General


Except as provided in
section 2.3 below with respect to former Mobil employees, as defined in the
ExxonMobil Common Provisions (“Former Mobil Employees”), the amount of a
person’s Incentive Pension Benefit is determined by multiplying 1.6% of the
person’s final average incentive compensation by the person’s years of
pensionable service as determined under the ExxonMobil Pension Plan (reduced,
but not below zero, by the equivalent amount, if any, determined with respect
to the person under the ExxonMobil Key Employee Additional Payments Plan), and
dividing the amount so derived by twelve.  The amount so derived is
expressed in the form of a monthly five-year certain and life annuity for the
life of the person commencing at the person’s age 65 (“Normal Retirement Age”).


(B)          Final
Average Incentive Compensation


For the purposes of
paragraph (A) above, a person's “final average incentive compensation” shall be
determined in accordance with this paragraph (B).


(1)           Calculation 


(a)           In
General


If a person’s
eligibility for Incentive Pension Benefits arises from section 2.1(A) above,
the person's final average incentive compensation is the average of the
person's three highest annual bonus awards (including awards of zero, if any)
under the Corporation's Incentive Programs awarded on any of the five most
recent annual award dates immediately preceding the person’s termination of
employment.


(b)           Corporate
Acquisitions


For purposes of
applying paragraph (A) above to a person who commences employment with the
Corporation or one of its affiliates in connection with a corporate
acquisition, incentive compensation paid by the person’s former employer that
is the equivalent of bonus awards payable under the Corporation’s Incentive
Program may be taken into account as determined by the management of the
Corporation in its sole discretion.  Management shall have the discretion
to exclude any and all prior employer compensation for purposes of this
paragraph (b).


(2)           Infineum
Participants


If a person’s
eligibility for Incentive Pension Benefits arises from Section 2.1(B) above,
the person's final average incentive compensation is the sum of the three
highest annual bonus awards under the Corporation's Incentive Programs, if any,
during the five-year period immediately prior to the person's termination of
employment from Infineum, divided by three.












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(3)           Annual
Bonus Award


(a)           Items
Used in Calculation


For purposes of this
paragraph (B), in determining the amount of a person's annual bonus award, only
awards granted under the short-term incentive part of the Incentive Programs as
cash and bonus units are considered.


(b)           Item
Excluded From Calculation


For purposes of this
paragraph (B), in determining the amount of a person's annual bonus award, an
award to a person characterized by the granting authority as a special one-time
bonus is disregarded, unless deemed specifically includable by the granting
authority at the time of grant.


(c)           Calculation of Annual Bonus Award


If an annual bonus
award is granted as bonus units, the maximum settlement value obtainable at the
time of the grant shall be used in calculating the value of the award.


 


 


2.3          Benefit Formula for
Former Mobil Employee


(A)          In
General


Incentive Pension
Benefits for Former Mobil Employees who retire with eligibility for Incentive
Pension Benefits under section 2.1 above shall be determined under this section
2.3.  The amount of a person’s Incentive Pension Benefit calculated under
this section 2.3 is the smaller of 


(1)           the amount of the person’s Incentive Pension Benefit
otherwise determined under section 2.2 above based on all of the person’s
pensionable service under the ExxonMobil Pension Plan, or


(2)           the amount determined by first calculating the
person’s Overall Benefit Objective under paragraph (B) below, then subtracting
therefrom the person’s Qualified Benefit Objective calculated under paragraph
(C) below and the person’s nonqualified PSSP benefit, if any, determined under
paragraph (D) below.  


The resulting amount
is expressed as a monthly five-year certain and life annuity for the life of
the person commencing at the person’s Normal Retirement Age.


(B)          Overall
Benefit Objective


(1)           In
General


A person’s Overall
Benefit Objective is the greater of 


(a)           the sum of the person’s Mobil Benefit described in
paragraph (2) below and the person’s Post-Mobil Benefit described in paragraph
(3) below, or


(b)           the person’s Overall ExxonMobil Benefit described in
paragraph (4) below.


(2)           Mobil Benefit


A person’s Mobil
Benefit is the person’s accrued benefit under the Retirement Plan of Mobil Oil
Corporation and the Supplemental Pension and Annuity Program of Mobil Oil
Corporation up through the date the person becomes a participant in the ExxonMobil
Pension Plan, based on service and compensation up through the date the person
becomes a participant in the ExxonMobil Pension Plan.


(3)           Post-Mobil Benefit 


A person’s Post-Mobil
Benefit is the person’s accrued benefit described in paragraph (4) below based
only on the person’s pensionable service after the person becomes a participant
in the ExxonMobil Pension Plan.


(4)           Overall ExxonMobil Benefit


A person’s Overall ExxonMobil Benefit is the sum of 


(a)           the person’s accrued benefit under the ExxonMobil
Pension Plan (including the Pre-Social Security Pension benefit) without any
application of the limits under Code section 415 or 401(a)(17), and 


(b)           the amount of the person’s Incentive Pension Benefit
otherwise determined under section 2.2 above,


based on all of the
person’s pensionable service under the ExxonMobil Pension Plan.


(5)           Rules for Calculation


In calculating a
person’s Mobil Benefit, Post-Mobil Benefit and Overall ExxonMobil Benefit, the
Plan administrator shall apply rules similar to those contained in section 2.7
of the ExxonMobil Pension Plan for purposes of calculating the person’s frozen
Mobil benefit, post-Mobil benefit, and ExxonMobil benefit, respectively.


(C)          Qualified
Benefit Objective


A person’s Qualified
Benefit Objective is the person’s accrued benefit under the ExxonMobil Pension
Plan, including the person’s Pre-Social Security Pension.









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(D)          Nonqualified PSSP Benefit


A person’s
Nonqualified PSSP Benefit is the excess, if any, of


(1)           the amount of the person’s Pre-Social Security
Pension benefit calculated in connection with the person’s Overall Benefit
Objective under paragraph (B) above, over


(2)           the amount of the person’s Pre-Social Security
Pension benefit or the equivalent thereof under Part 2 of the ExxonMobil
Pension Plan calculated in connection with the person’s Qualified Benefit
Objective under paragraph (C) above.


(E)           Plan
Administrator Discretion


The procedure for
calculating the Incentive Pension Benefit for former Mobil employees under this
section 2.3, including the calculation of the benefit comparisons, offsets and
reductions, shall be determined in the sole and exclusive discretion of the
Plan Administrator.  To the extent applicable, the Plan Administrator shall
follow the procedures established under the ExxonMobil Pension Plan for
performing similar benefit calculations.


 


2.4          Offset for Similar
Benefits


If a participant
under this Plan is also entitled to payments comparable to the Incentive
Pension Benefit for any portion of the same years of pensionable service under
a plan of a service-oriented employer, as defined in the ExxonMobil Common
Provisions, other than the Corporation, the amount of the Incentive Pension
Benefit is reduced by the respective amount of such comparable payments.
 In any given case, the Plan Administrator may determine the precise
amount of this offset and if a conversion of currency computation is required,
may follow the process established under the ExxonMobil Pension Plan.


 


2.5          Lapse of Incentive
Pension Benefit


The portion of any
Incentive Pension Benefit deriving from a provisionally granted bonus that is
subsequently annulled lapses as of the date of such annulment.


 


 


3. Overseas Makeup
Benefit


 


3.1          Eligibility 


A person is eligible
to receive an Overseas Makeup Benefit if the following conditions are met as
determined by the Plan Administrator:


(A)          the person accrues a benefit under a pension plan
(“non-U.S. plan”) sponsored by a non-U.S. affiliate of the Corporation;


(B)          the person terminates active participation in the
non-U.S. plan and simultaneously becomes a participant in the ExxonMobil
Pension Plan or predecessor plan;


(C)          as a result of terminating active participant status
under the non-U.S. plan, the person loses eligibility for all or a portion of
the benefit under the non-U.S. plan accrued prior to termination; and 


(D)          the amount of the lost benefit is not provided under
the terms of the ExxonMobil Pension Plan, the ExxonMobil Supplemental Pension
Plan, or otherwise under this Plan.


 


3.2          Benefit Formula


The amount of the
Overseas Makeup Benefit is the amount, expressed as a monthly benefit in the
form of a five-year certain and life annuity, that is the actuarial equivalent
of the lost benefit under the non-U.S. plan.  Such amount shall be
conclusively determined by the Plan Administrator.


 


 


4. Payment of
Pension Benefits


 


4.1          Timing of Payment


(A)          In
General


Except as provided
under paragraph (B) below, payment of a person’s Incentive Pension Benefit and,
if applicable, Overseas Makeup Benefit shall occur as soon as practicable
following the later to occur of the following:


(1)           The
person’s retirement from ExxonMobil; or 


(2)           In the case of a person who, immediately prior to
his or her retirement, has a Classification Level of 36 or above (“Key
Employee”), the six-month anniversary of the person’s retirement.


(B)          Exception for Disability Retirees


In the case of a
person who retires with eligibility for Disability Benefits under article 6
below prior to the first of the month in which the person attains age 55,
payment of such benefit shall occur as of the first of the month in which the
person attains age 55, or as soon as practicable thereafter. 









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4.2          Reduction for Early
Commencement


If a payment under
section 4.1 above occurs prior to the month in which the person reaches Normal
Retirement Age, it is reduced by applying the early commencement factors
specified under the ExxonMobil Pension Plan for a benefit commencing at the
person’s then age. 


 


4.3          Form of Payment


Payment of a person’s
Incentive Pension Benefit or Overseas Makeup Benefit shall be made in a lump
sum that is the actuarial equivalent of the five-year-certain and life annuity.
 For this purpose, actuarial equivalence shall be determined by the Plan
Administrator using the factors and procedures that are used for the
calculation of the lump-sum payment option under the ExxonMobil Pension Plan.


 


4.4          Adjustment for Key
Employees


If payment of a Key
Employee’s Incentive Pension Benefit and/or Overseas Makeup Benefit is delayed
for six months following retirement because of the requirement set out in
section 4.1(A)(2) above, then instead of the lump-sum benefit calculated under
section 4.3 above, the person shall receive a lump-sum benefit equal to the
greater of the following:


(A)          The lump-sum payment that would otherwise have been
calculated for the person under section 4.3 above as if he were not a Key
Employee, based on the payment date that would have applied to the individual
if he were not a Key employee and on the actuarial factors applicable as of
such date under the ExxonMobil Pension Plan, plus interest for the period of
delayed payment; or


(B)          A lump-sum that is the actuarial equivalent of the
person’s five-year-certain and life annuity calculated as of the delayed
payment date and using the actuarial factors applicable as of the six-month
anniversary of the person’s retirement date. 


Interest shall be
credited under paragraph (A) above, at a rate equal to the Citibank prime
lending rate in effect on the date the person separates from employment.


 


 


5. Death Benefit


 


5.1          In General


If a person dies who,
at the time of his death, 


(A)          is an active employee with 15 or more years of
Benefit Plan Service, as determined under the ExxonMobil Common Provisions, or


(B)          had retired with eligibility for an Incentive Pension
Benefit and/or a Overseas Makeup Benefit and had not received such benefit, a
lump-sum death benefit shall be payable to the person’s beneficiary (as
determined under section 5.2 below).  The death benefit payable to the
person’s beneficiary shall be the lump-sum equivalent value of the amount of
the Pension Benefit and Overseas Makeup Benefit to which the person was or
would have been entitled.  For this purpose, equivalent value shall be
determined by the Plan Administrator using the factors and procedures that are
used for the calculation of similar benefits under the ExxonMobil Pension Plan.


 


5.2          Designation of
Beneficiaries


(A)          In
General


A person may name one
or more designated beneficiaries to receive payment of the death benefits
payable under section 5.1  above in the event of the person's death.
 Beneficiary designations shall be made in accordance with such procedures
as the Plan Administrator may establish.  Spousal consent to any such
designation is not required.


(B)          Default
Beneficiaries


(1)           In
General


If no specific
designation is in effect, the deceased’s beneficiary is the person or persons
in the first of the following classes of successive beneficiaries living at the
time of death of the deceased:


(a)           spouse;


(b)           children who survive the deceased or who die before
the deceased leaving children of their own who survive the deceased;


(c)           parents;


(d)           brothers and sisters who survive the deceased or who
die before the deceased leaving children of their own who survive the deceased.


If there are no
members of any class of  such beneficiaries, payment is made to the deceased's
executors or administrators.












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(2)           Allocation
Among Default Beneficiaries


If the same class of
beneficiaries under paragraph (1) above contains two or more persons, they
share equally, with further subdivision of such equal shares as next provided.
 In class (b), where a child dies before the deceased leaving children who
survive the deceased, such child's share is subdivided equally among those
children.  In class (d), where a brother or sister dies before the
deceased leaving children who survive the deceased, such brother or sister's
share is subdivided equally among those children.


(3)           Definitions 


For purposes of this
section 5.4, "child" means a person's son or daughter by legitimate
blood relationship or legal adoption; "parent" means a person's
father or mother by legitimate blood relationship or legal adoption;
"brother" or "sister" means another child of either or both
of one's parents.


 


 


6. Disability
Benefit


 


6.1          Nature of Disability
Benefits


The benefits provided
under this article 6 (“Disability Benefits”) are in the nature of long-term
disability benefits, payable on account of and for the duration of a person’s
incapacity on account of disability.  These Disability Benefits are
intended to qualify as employee welfare benefits under ERISA and as “disability
pay” under section 409A of the Internal Revenue Code and its supporting
regulations, thereby being exempt from the scope and application of section
409A.


 


6.2          Payment of Disability
Benefit


If a person who
becomes a retiree also becomes entitled to long-term disability benefits under
the ExxonMobil Disability Plan, the person shall receive monthly Disability
Benefits under this Plan.  Such Disability Benefits shall commence at the
time the person commences long-term disability benefits under the ExxonMobil
Disability Plan and shall continue as long as entitlement to long-term
disability or transition benefits under such plan continues.  


 


6.3          Benefit Formula


(A)          In
General


The amount of each
monthly Disability Benefit payable to a person is determined by dividing
one-half of the person’s final average incentive compensation, determined under
section 2.2(B) above, by 12 and deducting therefrom the offset described in
paragraph (B) below.


(B)          Offset 


Commencing with the
month in which a person’s Incentive Pension Benefit is paid, the amount of the
person’s monthly Disability Benefit shall be reduced by the monthly amount of
the person’s Incentive Pension Benefit and/or Overseas Makeup Benefit
(expressed as a five-year-certain and life annuity).  In the case of a Key
Employee, the offset provided under this paragraph (B) shall be applied
beginning with the month his or her Incentive Pension Benefit would have been
paid if he or she were not a Key Employee.


 


6.4          Offset for Similar
Benefit


If a person receiving
Disability Benefits hereunder is also entitled to comparable payments under a
plan of a service-oriented employer (as defined in the ExxonMobil Common
Provisions) other than the Corporation under circumstances where the Plan
Administrator determines that such benefits are duplicative of the Disability
Benefits payable hereunder, then such Disability Benefits shall be reduced by
the amount of such comparable payment.  In any given case, the Plan
Administrator may determine the precise amount of this offset and if a
conversion of currency computation is required, may follow the process
established under the ExxonMobil Pension Plan.


 


 


6.5          Disability Death Benefit


(A)          Death During Employment


If a person dies as
an active employee with 15 or more years of Benefit Plan Service, as determined
under the ExxonMobil Common Provisions, then the person’s beneficiary (as
determined under section 5.2 above) shall receive a disability death benefit
equal to the present value of 60 monthly installments of the person’s
Disability Benefit, calculated as if the person had become eligible for
Disability Benefit payments on the day prior to death.  For purposes of
this paragraph (A), the value of the person’s Disability Benefit installments
shall be 







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determined by applying the offset under
section 6.3(B) above as if the person’s Incentive Pension Benefit and/or
Overseas Makeup Benefit were payable at the time of death.


(B)          Death After Commencement of Disability Retirement
Payments


If a person dies
while receiving Disability Benefits under this article 6 but before the receipt
of 60 monthly installments, the person’s beneficiary (as determined under
section 5.2 above) shall receive the lump-sum equivalent value of the remaining
60 monthly installments.  If at the time of death the person’s Incentive
Pension Benefit had not been paid, then the value of the person’s remaining
Disability Benefit installments shall be determined by applying the offset
under section 6.3(B) above as if the person’s Incentive Pension Benefit and/or
Overseas Makeup Benefit were paid at the time of death.


 


 


7. Miscellaneous 


 


7.1          Plan Administrator


The Plan
Administrator shall be the Manager, Compensation, Benefit Plans and Policies,
Human Resources Department, Exxon Mobil Corporation.  The Plan
Administrator shall have the right and authority to conclusively interpret this
Plan for all purposes, including the determination of any person’s eligibility
for benefits hereunder and the resolution of any and all appeals relating to
claims by participants or beneficiaries, with any such interpretation being
conclusive for all participants and beneficiaries.


 


7.2          Nature of Payments


Payments provided
under this Plan are considered general obligations of the Corporation.


 


7.3          Assignment or Alienation


Except as provided in
section 7.5 below, payments provided under this Plan may not be assigned or
otherwise alienated or pledged.


 


7.4          Amendment or Termination


The Corporation
reserves the right to amend or terminate this Plan, in whole or in part, including
the right at any time to reduce or eliminate any accrued benefits hereunder and
to alter or amend the benefit formula set out herein.


 


7.5          Forfeiture Of Benefits


No person shall be
entitled to receive payments under this Plan, and any payments received under
this Plan shall be forfeited and returned, if it is determined by the
Corporation in its sole discretion, acting through its chief executive or such
person or committee as the chief executive may designate, that a person
otherwise entitled to a payment under this Plan or who has commenced receiving
payments under this Plan:


(A)          engaged in gross misconduct harmful to the
Corporation, 


(B)          committed a criminal violation harmful to the
Corporation, 


(C)          had concealed actions described in (A) or (B) above
which would have brought about termination from employment thereby making the
person ineligible for benefits under this Plan, 


(D)          separated from service prior to attaining Normal
Retirement Age without having received from the Corporation or its delegatee
prior written approval for such termination, given in the sole discretion of
the Corporation or its delegatee and in the context of recognition that
benefits under this Plan would not be forfeited upon such termination, or


(E)           had been terminated for cause.


 











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