EXHIBIT 10(iii)(b.1)


 


EXXON MOBIL
CORPORATION


 


SHORT TERM
INCENTIVE PROGRAM


(as amended November 24, 2009)


         


I. 
Purposes


 


The
Short Term Incentive Program is intended to help reward, retain, and motivate
selected employees of the Corporation and its affiliates by recognizing efforts
and accomplishments which contribute materially to the success of the
Corporation's business interests.


 


II. 
Definitions


 


In
this Program, except where the context otherwise indicates, the following
definitions apply:


 


                (1)       "Administrative
authority" means the Board, a committee designated by the Board, the
Chairman of the Board, or the Chairman's delegates authorized to administer
outstanding awards under this Program, establish requirements and procedures
for the operation of the Program, and to exercise other powers assigned to the
administrative authority under this Program.


 


                (2)       "Affiliate"
means a corporation, partnership, limited liability company, or other entity in
which the Corporation, directly or indirectly, owns an equity interest and
which the administrative authority determines to be an affiliate for purposes
of this Program (including for purposes of determining whether a change of
employment constitutes a termination).


 


                (3)       "Award"
means a bonus, bonus unit, or other award under this Program.


 


                (4)       "Board"
means the Board of Directors of the Corporation.


 


                (5)       "Bonus"
means a cash award specific in amount.


 


                (6)       "Bonus
unit" means a potential cash award whose amount is based upon specified
measurement criteria.  The term bonus unit includes, but is not limited to,
earnings bonus units.


 


                (7)       "Compensation
Committee" means the committee of the Board so designated.


 


                (8)       "Corporation"
means Exxon Mobil Corporation, a New Jersey corporation, or its successors.


 


                (9)       "Designated
beneficiary" means a person designated by the grantee of an award pursuant
to Section XIII to be entitled, on the death of the grantee, to any remaining
rights arising out of such award.


 


                (10)     "Detrimental
activity" of a grantee means activity at any time, during or after
employment with the Corporation or an affiliate, that is determined in
individual cases by the administrative authority to be (a) a material violation
of applicable standards, policies, or procedures of the Corporation or an
affiliate; or (b) a material breach of legal or other duties owed by the
grantee to the Corporation or an affiliate; or (c) a material breach of any
contract between the grantee and the Corporation or an affiliate; or (d)
acceptance by grantee of duties to a third party under circumstances that
create a material conflict of interest, or the appearance of a material
conflict of interest, with respect to the grantee's retention of outstanding
awards under this Program.  Detrimental activity includes, without limitation,
activity that would be a basis for termination of employment for cause under
applicable law in the United States, or a comparable standard under applicable
law of another jurisdiction.  With respect to material conflict of interest or the
appearance of material conflict of interest, such conflict or appearance might
occur when, for example and without limitation, a grantee holding an
outstanding award becomes employed or otherwise engaged by an entity that
regulates, deals with, or competes with the Corporation or an affiliate.












1




 










 








 








(11)       "Earnings
bonus unit" or "EBU" means an award of the potential right to
receive from the Corporation at the settlement date specified in the award
instrument, or at any later payment dates so specified, an amount of cash, up
to the specified maximum settlement value, equal to the Corporation's
cumulative earnings per common share, 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 after the date of grant through the last full quarter preceding the
settlement date.


 


                (12)     "Employee"
means an employee of the Corporation or an affiliate, including a part-time employee
or an employee on military, family, or other approved temporary leave.


 


                (13)     "Exchange
Act" means the Securities Exchange Act of 1934, as in effect from time to
time.


 


                (14)     "Grantee"
means a recipient of an award under this Program.


 


                (15)     "Granting
authority" means the Board or any appropriate committee authorized to
grant and amend awards under this Program and to exercise other powers assigned
to the granting authority.


 


                (16)     "Net
Income Per Common Share (Basic)" means net income per common share or
earnings per share, as applicable.


 


                (17)     "Program"
means this Short Term Incentive Program, as amended from time to time.


 


                (18)     "Reporting
person" means a person subject to the reporting requirements of Section
16(a) of the Exchange Act.


 


                (19)     "Resign"
means to terminate at the initiative of the employee before standard retirement
time.  Resignation includes, without limitation, early retirement at the
initiative of the employee.  The time or date of a resignation for purposes of
this Program is not necessarily the employee's last day on the payroll.  See
Section XI(2).


 


                (20)     "Section
16" means Section 16 of the Exchange Act, together with the rules and
interpretations thereunder, as in effect from time to time.


 


                (21)     "Standard
retirement time" means (a) for each US-dollar payroll employee, the first
day of the month immediately following the month in which the employee attains
age 65; and (b) for each other employee, the comparable age in that employee's
payroll country as determined by the administrative authority with reference to
local law, custom, and affiliate policies regarding retirement.


 


                (22)     "Terminate"
means cease to be an employee for any reason, whether at the initiative of the
employee, the employer, or otherwise.  That reason could include, without
limitation, resignation or retirement by the employee; discharge of the
employee by the employer, with or without cause; death; transfer of employment
to an entity that is a not an affiliate; or a sale, divestiture, or other transaction
as a result of which an employer ceases to be an affiliate.  A change of
employment from the Corporation or one affiliate to another affiliate, or to
the Corporation, is not a termination.  The time or date of termination is not
necessarily the employee's last day on the payroll.  See Section XI(2).


 


                (23)     "Year"
means calendar year.


 


III.  Administration


 


The
Board is the ultimate administrative authority for this Program, with the power
to interpret and administer its provisions.  The Board may delegate its
authority to a committee which, except in the case of the Compensation
Committee, need not be a committee of the Board.  Subject to the authority of
the Board or an authorized committee, the Chairman and his delegates will serve
as the administrative authority for purposes of establishing requirements and
procedures for the operation of this Program; making final determinations and
interpretations with respect to outstanding awards; and exercising other powers
assigned to the administrative authority under this Program.












2




 










 








 








IV.  No Equity-Security Awards


 


It
is intended that this Program not be subject to the provisions of Section 16
and that awards granted hereunder not be considered equity securities of the
Corporation within the meaning of Section 16.  Accordingly, no award under this
Program will be payable in any equity security of the Corporation.  In the
event an award to a reporting person under this Program should be deemed to be
an equity security of the Corporation within the meaning of Section 16, such
award may, to the extent permitted by law and deemed advisable by the granting
authority, be amended so as not to constitute such an equity security, or may
be annulled.  Each award to a reporting person under this Program will be
deemed issued subject to the foregoing qualification.


 


V. 
Annual Ceiling


 


In
respect to each year under this Program, the Compensation Committee will,
pursuant to authority delegated by the Board, establish a ceiling on the
aggregate dollar amount that can be awarded under this Program.  With respect
to bonuses and bonus units granted in a particular year under this Program, the
sum of (1) the aggregate amount of bonuses, and (2) the aggregate maximum
settlement value of bonus units will not exceed such ceiling.  The Compensation
Committee may revise the ceiling from time to time as it deems appropriate.


 


VI. 
Right to Grant Awards; Reserved Powers; Eligibility


 


                (1)       The
Board is the ultimate granting authority for this Program, with the power to
select eligible persons for participation and to make all decisions concerning
the grant or amendment of awards.  The Board may delegate this authority in
whole or in part (a) in the case of reporting persons, to the Compensation
Committee; and (b) in the case of employees who are not reporting persons, to a
committee of two or more persons who may, but need not, be directors of the Corporation.


 


                (2)       The
granting authority has sole discretion to select persons for awards under this
Program, except that grants may be made only to persons who at the time of
grant are, or within the immediately preceding 12 months have been, employees
of the Corporation or of an affiliate in which the Corporation directly or
indirectly holds a 50 percent or greater equity interest.  No person is
entitled to an award as a matter of right, and the grant of an award under this
Program does not entitle a grantee to any future or additional awards.


 


                (3)       No
award may be granted to a member of the Compensation Committee.


 


VII.  Term


 


This
Program will continue until terminated by the Board.


 


VIII. 
Form of Bonus


 


A
bonus may be granted either wholly in cash, wholly in bonus units, or partly in
each.


 


IX. 
Settlement of Bonuses


 


Each
grant will specify the time and method of settlement as determined by the
granting authority.  Each grant, any portion of which is in bonus units, will
specify as the regular time of settlement for that portion a settlement date,
which may be accelerated to an earlier time specified in the award instrument.


 


X.  Deferred and Installment
Settlement; Interest Equivalents


 


                (1)       The granting authority
may permit or require settlement of any award under this Program to be deferred
and to be made in one or more installments upon such terms and conditions as
the granting authority may determine at the time the award is granted or by
amendment of the award, provided that settlement may not be made later than the
tenth anniversary of the grantee's date of termination.












3




 










 








 








 


                (2)       An
award that is to be settled in whole or in part in cash on a deferred basis may
provide for interest equivalents to be credited with respect to the deferred
cash payment or payments upon such terms and conditions as the granting
authority determines.  Interest equivalents may be paid currently or may be
added to the balance of the award amount and compounded, as specified in the
award instrument.  Compounded interest equivalents will be paid in cash upon
settlement or payment of the underlying award and will expire or be forfeited
or cancelled upon the same conditions as the underlying award.  The granting
authority may delegate to the administrative authority the right to determine
the rate or rates at which interest equivalents will accrue.


 


                (3)       Credits
of interest equivalents on outstanding awards are not new grants with reference
to the eligibility provisions of Section VI(2). 


 


                (4)       Credits
of interest equivalents will not be included in any computation to establish
compliance with a ceiling established by the Compensation Committee pursuant to
Section V.


 


XI.  Termination; Detrimental
Activity


 


                (1)       If a
grantee terminates before standard retirement time, other than by reason of
death, all outstanding awards of the grantee under this Program (including
bonuses, bonus units, EBUs, and other awards not yet paid or settled) will
automatically expire and be forfeited as of the date of termination except to
the extent the administrative authority (which, in the case of reporting
persons, must be the Compensation Committee) determines otherwise.


 


                (2)       For
purposes of this Program, the administrative authority may determine that the
time or date an employee resigns or otherwise terminates is the time or date
the employee gives notice of resignation, accepts employment with another
employer, otherwise indicates an intent to resign, or is discharged.  The time
or date of termination for this purpose is not necessarily the employee's last
day on the payroll.


 


                (3)       If the
administrative authority (which, in the case of reporting persons, must be the
Compensation Committee) determines that a grantee has engaged in detrimental
activity, whether or not the grantee is still an employee, then the
administrative authority may, effective as of the time of such determination,
cancel and cause to expire all or part of the grantee's outstanding awards
under this Program (including bonuses, bonus units, EBUs, and other awards not
yet paid or settled).


 


                (4)       If the
administrative authority is advised or has reason to believe that a grantee (a)
may have engaged in detrimental activity; or (b) may have accepted employment
with another employer or otherwise indicated an intent to resign, the authority
may suspend the exercise, delivery, or settlement of all or any specified
portion of such grantee's outstanding awards pending an investigation of the
matter.


 


XII.  Material Negative
Restatement


 


                (1)       If the
Corporation's reported financial or operating results become subject to a
material negative restatement, the Compensation Committee may require any
current or former reporting person, as defined in Section II(18), to pay to the
Corporation an amount corresponding to each award to that person under this
Program, or portion of such award, that the Compensation Committee determines
would not have been granted or paid if the Corporation's results as originally
published had been equal to the Corporation's results as subsequently restated,
provided that (a) any requirement or claim under this Section XII will
apply only with respect to grantees who were reporting persons at the time the
applicable amounts were awarded or paid; and (b) any requirement or claim under
this Section XII must be made, if at all, within five years after the date the
amount claimed was originally paid by the Corporation.  


 


                (2)       The
obligations of reporting persons to make payments under this Section XII are
independent of any involvement by those reporting persons in events that led to
the restatement.  The provisions of this Section XII are in addition to, not in
lieu of, any remedies that the Corporation may have against any persons whose
misconduct caused or contributed to a need to restate the Corporation's
reported results.












4




 










 








 








 


XIII.  Death; Beneficiary
Designation


 


Any
rights and obligations of a grantee under this Program in effect at that
grantee's death will apply to that grantee's designated beneficiary or, if
there is no designated beneficiary, to that grantee's estate representative or
lawful heirs, as demonstrated to the satisfaction of the administrative
authority.  Beneficiary designations must be made in writing and in accordance
with such requirements and procedures as the administrative authority may establish. 
Unless specified otherwise in the award instrument, if a grantee dies, the
administrative authority may accelerate or otherwise alter the settlement of
deferred awards to that grantee.


 


XIV. 
Amendments to this Program and Outstanding Awards


 


                (1)       The Board may from time
to time amend this Program.  An amendment of this Program will, unless the
amendment provides otherwise, be immediately and automatically effective for
all outstanding awards.


 


                (2)       Without
amending this Program, the granting authority may amend any one or more
outstanding awards under this Program to incorporate in those awards any terms
that could be incorporated in a new award under this Program.  An award as
amended must satisfy any conditions or limitations applicable to the particular
type of award under the terms of this Program.


 


XV.  Withholding Taxes


 


The
Corporation has the right, in its sole discretion, to deduct or withhold at any
time cash otherwise payable or deliverable in order to satisfy any required
withholding, social security, and similar taxes and contributions with respect
to awards under this Program. 


 


XVI. 
Non-US Awards


 


Subject
to the limitations contained in this Program, the granting authority may
establish different terms and conditions for awards to persons who are
residents or nationals of countries other than the United States in order to
accommodate the local laws, tax policies, or customs of such countries.  The
granting authority may adopt one or more supplements or sub-plans under this
Program to implement those different terms and conditions.


 


XVII. 
General Provisions


 


                (1)       An
award under this Program is not transferable except by will or the laws of
descent and distribution, and is not subject to attachment, execution, or levy
of any kind.  The designation by a grantee of a designated beneficiary is not a
transfer for this purpose.


 


                (2)       A
particular form of award may be granted to a grantee either alone or in
addition to other awards hereunder.  The provisions of particular forms of
award need not be the same for each grantee.


 


                (3)       An
award may be granted for no consideration, for the minimum consideration
required by applicable law, or for such other consideration as the granting
authority may determine.


 


                (4)       An
award may be evidenced in such manner as the administrative authority
determines, including by physical instrument, by electronic communication, or
by book entry.  In the event of any dispute or discrepancy regarding the terms
of an award, the records of the administrative authority will be determinative.


 


                (5)       The
grant of an award under this Program does not constitute or imply a contract of
employment and does not in any way limit or restrict the ability of the
employer to terminate the grantee's employment, with or without cause, even if
such termination results in the expiration, cancellation, or forfeiture of outstanding
awards.


 


                (6)       A
grantee will have only a contractual right to the amounts, if any, payable in
settlement of an award under this Program, unsecured by any assets of the
Corporation or any other entity.


 


                (7)       This
Program will be governed by the laws of the State of New York and the United
States of America, without regard to any conflict of law rules.


 











5