EXHIBIT 10(iii)(a.4)


 


November 24, 2009


Exxon Mobil
Corporation


Standard Provisions  for  Restricted  Stock  Unit  Agreements  -  Settlement  in  Cash 


 


1.       Effective Date and Credit of Restricted Stock Units.  If Grantee accepts
the award on or before March
9, 2010, 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 an amount in cash equal to the fair market value of one share of the Corporation's common stock
as described in section 9. 


 


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 24,  2012; and


(b) with  respect
to the remaining units,
on November  24, 2016, except
that


(c) the restricted periods will
automatically expire with respect to all units 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 9, 2010.  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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7.       Taxes.  Notwithstanding
the restrictions on transfer
that otherwise apply, the Corporation
in its sole discretion may withhold
units, or cash otherwise payable  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").  If the Corporation
does not withhold units or cash to satisfy required taxes, in the alternative
the Corporation may require Grantee to deposit with
the Corporation  cash in an
amount determined by the Corporation to be necessary
to satisfy required taxes. Notwithstanding any other provision of this
Agreement, the Corporation
will be under no obligation
to credit units or  to
pay cash to Grantee in settlement of  any units if Grantee
fails timely to deposit such
amount with the Corporation.   The
Corporation in its  sole
discretion may also withhold
any required taxes from dividend  equivalents payable 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,  unsecured promises by
the Corporation to pay cash 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. 


 


9.       Settlement  of  Units. If and when the
applicable  restricted
period expires with respect to
any units, the Corporation 
will pay to or for the account of Grantee promptly after
such expiration an amount in cash
equal to the fair market value on
the expiration date of one share per unit, net of
required taxes in accordance
with section 7. Fair market
value of shares will be determined
and payments will be made 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 used in determining the cash settlement value of units or dividend equivalent
amounts, as the administrative
authority may determine to be appropriate. 


 


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 make  any payments  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 involves the
transfer of personal data
about Grantee between and among
the Corporation, selected affiliates of the Corporation,
and third-party service
providers such as  Morgan Stanley
Smith Barney and Computershare (the
Corporation's transfer
agent). This data includes Grantee's
name, age, contact
information, work location, employment
status, tax status, and related information. 
By accepting this
award, Grantee authorizes the
transfer of this data.


 


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. 












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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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