EXHIBIT
10(iii)(b.2)


 


EXXON MOBIL CORPORATION


EARNINGS BONUS UNIT AWARD


 


	
   

  	
   

  	
   

  	
  Maximum

  	
  Maximum

  
	
   

  	
   

  	
   

  	
  Settlement

  	
  Settlement

  
	
  EBU

  	
   

  	
  Number

  	
  Value Per

  	
  Value of

  
	
  Number

  	
  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 24, 2015 (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