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.



 





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(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.



 





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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.



 

 






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               (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.



 

 






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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.








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