EXHIBIT 10(iii)(a.3)


November 24, 2015


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 7, 2016, 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 24, 2020;
and 


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


(i)      
November
24, 
2025, 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 7, 2016. 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.








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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.


 


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.







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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. 


 


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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