EXHIBIT 10(iii)(a.3)


November 28,
2018


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 1, 2019, 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 28, 2023; and


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


(i)    
 November  28,  2028,  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 1, 2019. 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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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.


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.


For more information on
data privacy, see the data privacy statement on the Incentive Award Program
Intranet website.







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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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