EXHIBIT 10(iii)(c.3)


 


EXXONMOBIL
ADDITIONAL PAYMENTS PLAN 


 


 


1. Purpose 


 


The purpose of
this Plan is to provide additional payments from the general assets of Exxon
Mobil Corporation (the “Corporation”) to certain persons.  The benefits
payable under this Plan consist of two types of pension benefits and a
disability benefit.  The first pension benefit is a benefit based upon the
person’s final average incentive compensation (“Incentive Pension Benefit”).
 The second pension benefit restores certain benefits that are accrued
under a pension plan sponsored by a non-U.S. affiliate of the Corporation but
which are not paid (“Overseas Makeup Benefit”).  The disability benefit is
based on incentive compensation and is paid in the event of a long-term
disability (“Disability Benefit”).


 


 


2. Incentive Pension Benefits


 


2.1          Eligibility 


A person is eligible to receive Incentive Pension
Benefits only if the person satisfies at either of the following requirements:


(A)          the person
becomes a retiree within the meaning of the ExxonMobil Common Provisions
(“retiree”); or


(B)          in the case of an
individual who after terminating employment from the Corporation or any of its
affiliates continues employment with Infineum USA Inc. or one of its affiliates
(collectively, "Infineum"), becomes a qualified plans retiree within
the meaning of the ExxonMobil Common Provisions (“qualified plans retiree”).


 


2.2          Benefit Formula


(A)          In General


Except as provided in section 2.3 below with respect
to former Mobil employees, as defined in the ExxonMobil Common Provisions
(“Former Mobil Employees”), the amount of a person’s Incentive Pension Benefit
is determined by multiplying 1.6% of the person’s final average incentive
compensation by the person’s years of pensionable service as determined under
the ExxonMobil Pension Plan (reduced, but not below zero, by the equivalent
amount, if any, determined with respect to the person under the ExxonMobil Key
Employee Additional Payments Plan), and dividing the amount so derived by
twelve.  The amount so derived is expressed in the form of a monthly
five-year certain and life annuity for the life of the person commencing at the
person’s age 65 (“Normal Retirement Age”).


(B)          Final Average Incentive Compensation


For the purposes of paragraph (A) above, a person's
“final average incentive compensation” shall be determined in accordance with
this paragraph (B).


(1)           Calculation 


(a)           In General


If a person’s eligibility for Incentive Pension
Benefits arises from section 2.1(A) above, the person's final average incentive
compensation is the average of the person's three highest annual bonus awards
(including awards of zero, if any) under the Corporation's Incentive Programs
awarded on any of the five most recent annual award dates immediately preceding
the person’s termination of employment.


(b)           Corporate Acquisitions


For purposes of applying paragraph (A) above to a
person who commences employment with the Corporation or one of its affiliates
in connection with a corporate acquisition, incentive compensation paid by the
person’s former employer that is the equivalent of bonus awards payable under
the Corporation’s Incentive Program may be taken into account as determined by
the management of the Corporation in its sole discretion.  Management
shall have the discretion to exclude any and all prior employer compensation
for purposes of this paragraph (b).


(2)           Infineum Participants


If a person’s eligibility for Incentive Pension
Benefits arises from Section 2.1(B) above, the person's final average incentive
compensation is the sum of the three highest annual bonus awards under the
Corporation's Incentive Programs, if any, during the five-year period
immediately prior to the person's termination of employment from Infineum,
divided by three.



 

 






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(3)           Annual
Bonus Award


(a)           Items Used in Calculation


For purposes of this paragraph (B), in determining the
amount of a person's annual bonus award, only awards granted under the
short-term incentive part of the Incentive Programs as cash and bonus units are
considered.


(b)           Item Excluded From Calculation


For purposes of this paragraph (B), in determining the
amount of a person's annual bonus award, an award to a person characterized by
the granting authority as a special one-time bonus is disregarded, unless
deemed specifically includable by the granting authority at the time of grant.


(c)           Calculation
of Annual Bonus Award


If an annual bonus award is granted as bonus units,
the maximum settlement value obtainable at the time of the grant shall be used
in calculating the value of the award.


 


 


2.3          Benefit
Formula for Former Mobil Employee


(A)          In General


Incentive Pension Benefits for Former Mobil Employees
who retire with eligibility for Incentive Pension Benefits under section 2.1
above shall be determined under this section 2.3.  The amount of a
person’s Incentive Pension Benefit calculated under this section 2.3 is the
smaller of 


(1)           the amount of
the person’s Incentive Pension Benefit otherwise determined under section 2.2
above based on all of the person’s pensionable service under the ExxonMobil
Pension Plan, or


(2)           the amount
determined by first calculating the person’s Overall Benefit Objective under
paragraph (B) below, then subtracting therefrom the person’s Qualified Benefit
Objective calculated under paragraph (C) below and the person’s nonqualified
PSSP benefit, if any, determined under paragraph (D) below.  


The resulting amount is expressed as a monthly
five-year certain and life annuity for the life of the person commencing at the
person’s Normal Retirement Age.


(B)          Overall Benefit Objective


(1)           In General


A person’s Overall Benefit Objective is the greater of



(a)           the sum of the
person’s Mobil Benefit described in paragraph (2) below and the person’s
Post-Mobil Benefit described in paragraph (3) below, or


(b)           the person’s
Overall ExxonMobil Benefit described in paragraph (4) below.


(2)           Mobil Benefit


A person’s Mobil Benefit is the person’s accrued
benefit under the Retirement Plan of Mobil Oil Corporation and the Supplemental
Pension and Annuity Program of Mobil Oil Corporation up through the date the
person becomes a participant in the ExxonMobil Pension Plan, based on service
and compensation up through the date the person becomes a participant in the
ExxonMobil Pension Plan.


(3)           Post-Mobil
Benefit 


A person’s Post-Mobil Benefit is the person’s accrued
benefit described in paragraph (4) below based only on the person’s pensionable
service after the person becomes a participant in the ExxonMobil Pension Plan.


(4)           Overall
ExxonMobil Benefit


A person’s Overall ExxonMobil
Benefit is the sum of 


(a)           the person’s
accrued benefit under the ExxonMobil Pension Plan (including the Pre-Social
Security Pension benefit) without any application of the limits under Code
section 415 or 401(a)(17), and 


(b)           the amount of
the person’s Incentive Pension Benefit otherwise determined under section 2.2
above,


based on all of the person’s pensionable service under
the ExxonMobil Pension Plan.


(5)           Rules for
Calculation


In calculating a person’s Mobil Benefit, Post-Mobil
Benefit and Overall ExxonMobil Benefit, the Plan administrator shall apply
rules similar to those contained in section 2.7 of the ExxonMobil Pension Plan
for purposes of calculating the person’s frozen Mobil benefit, post-Mobil
benefit, and ExxonMobil benefit, respectively.


(C)          Qualified Benefit Objective


A person’s Qualified Benefit Objective is the person’s
accrued benefit under the ExxonMobil Pension Plan, including the person’s
Pre-Social Security Pension.


(D)          Nonqualified PSSP Benefit


A person’s Nonqualified PSSP Benefit is the excess, if
any, of






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(1)           the amount of the person’s Pre-Social Security
Pension benefit calculated in connection with the person’s Overall Benefit
Objective under paragraph (B) above, over


(2)           the amount of
the person’s Pre-Social Security Pension benefit or the equivalent thereof
under Part 2 of the ExxonMobil Pension Plan calculated in connection with the
person’s Qualified Benefit Objective under paragraph (C) above.


(E)           Plan Administrator Discretion


The procedure for calculating the Incentive Pension
Benefit for former Mobil employees under this section 2.3, including the
calculation of the benefit comparisons, offsets and reductions, shall be
determined in the sole and exclusive discretion of the Plan Administrator.
 To the extent applicable, the Plan Administrator shall follow the
procedures established under the ExxonMobil Pension Plan for performing similar
benefit calculations.


 


2.4          Offset
for Similar Benefits


If a participant under this Plan is also entitled to
payments comparable to the Incentive Pension Benefit for any portion of the
same years of pensionable service under a plan of a service-oriented employer,
as defined in the ExxonMobil Common Provisions, other than the Corporation, the
amount of the Incentive Pension Benefit is reduced by the respective amount of
such comparable payments.  In any given case, the Plan Administrator may
determine the precise amount of this offset and if a conversion of currency
computation is required, may follow the process established under the
ExxonMobil Pension Plan.


 


2.5          Lapse
of Incentive Pension Benefit


The portion of any Incentive Pension Benefit deriving
from a provisionally granted bonus that is subsequently annulled lapses as of
the date of such annulment.


 


 


3. Overseas Makeup Benefit


 


3.1          Eligibility 


A person is eligible to receive an Overseas Makeup
Benefit if the following conditions are met as determined by the Plan
Administrator:


(A)          the person
accrues a benefit under a pension plan (“non-U.S. plan”) sponsored by a
non-U.S. affiliate of the Corporation;


(B)          the person
terminates active participation in the non-U.S. plan and simultaneously becomes
a participant in the ExxonMobil Pension Plan or predecessor plan;


(C)          as a result of
terminating active participant status under the non-U.S. plan, the person loses
eligibility for all or a portion of the benefit under the non-U.S. plan accrued
prior to termination; and 


(D)          the amount of the
lost benefit is not provided under the terms of the ExxonMobil Pension Plan,
the ExxonMobil Supplemental Pension Plan, or otherwise under this Plan.


 


3.2          Benefit
Formula


The amount of the Overseas Makeup Benefit is the amount,
expressed as a monthly benefit in the form of a five-year certain and life
annuity, that is the actuarial equivalent of the lost benefit under the
non-U.S. plan.  Such amount shall be conclusively determined by the Plan
Administrator.


 


 


4. Payment of Pension Benefits


 


4.1          Timing
of Payment


(A)          In General


Except as provided under paragraph (B) below, payment
of a person’s Incentive Pension Benefit and, if applicable, Overseas Makeup
Benefit shall occur as soon as practicable following the later to occur of the
following:


(1)           The person’s retirement from ExxonMobil;
or 


(2)           In the case of a
person who, immediately prior to his or her retirement, has a Classification
Level of 36 or above (“Key Employee”), the six-month anniversary of the
person’s retirement.


(B)          Exception for
Disability Retirees


In the case of a person who retires with eligibility
for Disability Benefits under article 6 below prior to the first of the month
in which the person attains age 55, payment of such benefit shall occur as of
the first of the month in which the person attains age 55, or as soon as
practicable thereafter. 


 


4.2          Reduction
for Early Commencement






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If a payment under section 4.1
above occurs prior to the month in which the person reaches Normal Retirement
Age, it is reduced by applying the early commencement factors specified under
the ExxonMobil Pension Plan for a benefit commencing at the person’s then age. 


 


4.3          Form
of Payment


Payment of a person’s Incentive Pension Benefit or
Overseas Makeup Benefit shall be made in a lump sum that is the actuarial
equivalent of the five-year-certain and life annuity.  For this purpose,
actuarial equivalence shall be determined by the Plan Administrator using the
factors and procedures that are used for the calculation of the lump-sum
payment option under the ExxonMobil Pension Plan.


 


4.4          Adjustment
for Key Employees


If payment of a Key Employee’s Incentive Pension
Benefit and/or Overseas Makeup Benefit is delayed for six months following
retirement because of the requirement set out in section 4.1(A)(2) above, then
instead of the lump-sum benefit calculated under section 4.3 above, the person shall
receive a lump-sum benefit equal to the greater of the following:


(A)          The lump-sum
payment that would otherwise have been calculated for the person under section
4.3 above as if he were not a Key Employee, based on the payment date that
would have applied to the individual if he were not a Key employee and on the
actuarial factors applicable as of such date under the ExxonMobil Pension Plan,
plus interest for the period of delayed payment; or


(B)          A lump-sum that
is the actuarial equivalent of the person’s five-year-certain and life annuity
calculated as of the delayed payment date and using the actuarial factors
applicable as of the six-month anniversary of the person’s retirement date. 


Interest shall be credited under paragraph (A) above,
at a rate equal to the Citibank prime lending rate in effect on the date the
person separates from employment.


 


 


5. Death Benefit


 


5.1          In General


If a person dies who, at the time of his death, 


(A)          is an active
employee with 15 or more years of Benefit Plan Service, as determined under the
ExxonMobil Common Provisions, or


(B)          had retired with
eligibility for an Incentive Pension Benefit and/or a Overseas Makeup Benefit
and had not received such benefit, a lump-sum death benefit shall be payable to
the person’s beneficiary (as determined under section 5.2 below).  The
death benefit payable to the person’s beneficiary shall be the lump-sum
equivalent value of the amount of the Pension Benefit and Overseas Makeup
Benefit to which the person was or would have been entitled.  For this
purpose, equivalent value shall be determined by the Plan Administrator using
the factors and procedures that are used for the calculation of similar
benefits under the ExxonMobil Pension Plan.


 


5.2          Designation
of Beneficiaries


(A)          In General


A person may name one or more designated beneficiaries
to receive payment of the death benefits payable under section 5.1  above
in the event of the person's death.  Beneficiary designations shall be
made in accordance with such procedures as the Plan Administrator may
establish.  Spousal consent to any such designation is not required.


(B)          Default Beneficiaries


(1)           In General


If no specific designation is in effect, the
deceased’s beneficiary is the person or persons in the first of the following
classes of successive beneficiaries living at the time of death of the
deceased:


(a)           spouse;


(b)           children who
survive the deceased or who die before the deceased leaving children of their
own who survive the deceased;


(c)           parents;


(d)           brothers and
sisters who survive the deceased or who die before the deceased leaving
children of their own who survive the deceased.


If there are no members of any class of  such
beneficiaries, payment is made to the deceased's executors or administrators.



 

 






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(2)           Allocation
Among Default Beneficiaries


If the same class of beneficiaries under paragraph (1)
above contains two or more persons, they share equally, with further
subdivision of such equal shares as next provided.  In class (b), where a
child dies before the deceased leaving children who survive the deceased, such
child's share is subdivided equally among those children.  In class (d),
where a brother or sister dies before the deceased leaving children who survive
the deceased, such brother or sister's share is subdivided equally among those
children.


(3)           Definitions 


For purposes of this section 5.4, "child"
means a person's son or daughter by legitimate blood relationship or legal
adoption; "parent" means a person's father or mother by legitimate
blood relationship or legal adoption; "brother" or "sister"
means another child of either or both of one's parents.


 


 


6. Disability Benefit


 


6.1          Nature
of Disability Benefits


The benefits provided under this article 6
(“Disability Benefits”) are in the nature of long-term disability benefits,
payable on account of and for the duration of a person’s incapacity on account
of disability.  These Disability Benefits are intended to qualify as
employee welfare benefits under ERISA and as “disability pay” under section
409A of the Internal Revenue Code and its supporting regulations, thereby being
exempt from the scope and application of section 409A.


 


6.2          Payment
of Disability Benefit


If a person who becomes a retiree also becomes
entitled to long-term disability benefits under the ExxonMobil Disability Plan,
the person shall receive monthly Disability Benefits under this Plan.
 Such Disability Benefits shall commence at the time the person commences
long-term disability benefits under the ExxonMobil Disability Plan and shall
continue as long as entitlement to long-term disability or transition benefits
under such plan continues.  


 


6.3          Benefit
Formula


(A)          In General


The amount of each monthly Disability Benefit payable
to a person is determined by dividing one-half of the person’s final average
incentive compensation, determined under section 2.2(B) above, by 12 and
deducting therefrom the offset described in paragraph (B) below.


(B)          Offset 


Commencing with the month in which a person’s
Incentive Pension Benefit is paid, the amount of the person’s monthly
Disability Benefit shall be reduced by the monthly amount of the person’s
Incentive Pension Benefit and/or Overseas Makeup Benefit (expressed as a
five-year-certain and life annuity).  In the case of a Key Employee, the
offset provided under this paragraph (B) shall be applied beginning with the
month his or her Incentive Pension Benefit would have been paid if he or she
were not a Key Employee.


 


6.4          Offset
for Similar Benefit


If a person receiving Disability Benefits hereunder is
also entitled to comparable payments under a plan of a service-oriented
employer (as defined in the ExxonMobil Common Provisions) other than the
Corporation under circumstances where the Plan Administrator determines that
such benefits are duplicative of the Disability Benefits payable hereunder,
then such Disability Benefits shall be reduced by the amount of such comparable
payment.  In any given case, the Plan Administrator may determine the
precise amount of this offset and if a conversion of currency computation is
required, may follow the process established under the ExxonMobil Pension Plan.


 


 


6.5          Disability Death Benefit


(A)          Death During
Employment


If a person dies as an active employee with 15 or more
years of Benefit Plan Service, as determined under the ExxonMobil Common
Provisions, then the person’s beneficiary (as determined under section 5.2
above) shall receive a disability death benefit equal to the present value of
60 monthly installments of the person’s Disability Benefit, calculated as if
the person had become eligible for Disability Benefit payments on the day prior
to death.  For purposes of this paragraph (A), the value of the person’s
Disability Benefit installments shall be determined by applying the offset
under section 6.3(B) above as if the person’s Incentive Pension Benefit and/or
Overseas Makeup Benefit were payable at the time of death.


(B)          Death After
Commencement of Disability Retirement Payments






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If a person dies
while receiving Disability Benefits under this article 6 but before the receipt
of 60 monthly installments, the person’s beneficiary (as determined under
section 5.2 above) shall receive the lump-sum equivalent value of the remaining
60 monthly installments.  If at the time of death the person’s Incentive
Pension Benefit had not been paid, then the value of the person’s remaining
Disability Benefit installments shall be determined by applying the offset
under section 6.3(B) above as if the person’s Incentive Pension Benefit and/or
Overseas Makeup Benefit were paid at the time of death.


 


 


7. Miscellaneous 


 


7.1          Plan Administrator


The Plan Administrator shall be the Manager,
Compensation, Benefit Plans and Policies, Human Resources Department, Exxon
Mobil Corporation.  The Plan Administrator shall have the right and
authority to conclusively interpret this Plan for all purposes, including the
determination of any person’s eligibility for benefits hereunder and the
resolution of any and all appeals relating to claims by participants or beneficiaries,
with any such interpretation being conclusive for all participants and
beneficiaries.


 


7.2          Nature
of Payments


Payments provided under this Plan are considered
general obligations of the Corporation.


 


7.3          Assignment
or Alienation


Except as provided in section 7.5 below, payments
provided under this Plan may not be assigned or otherwise alienated or pledged.


 


7.4          Amendment
or Termination


The Corporation reserves the right to amend or
terminate this Plan, in whole or in part, including the right at any time to
reduce or eliminate any accrued benefits hereunder and to alter or amend the
benefit formula set out herein.


 


7.5          Forfeiture
Of Benefits


No person shall be entitled to receive payments under
this Plan, and any payments received under this Plan shall be forfeited and
returned, if it is determined by the Corporation in its sole discretion, acting
through its chief executive or such person or committee as the chief executive
may designate, that a person otherwise entitled to a payment under this Plan or
who has commenced receiving payments under this Plan:


(A)          engaged in gross
misconduct harmful to the Corporation, 


(B)          committed a
criminal violation harmful to the Corporation, 


(C)          had concealed
actions described in (A) or (B) above which would have brought about
termination from employment thereby making the person ineligible for benefits
under this Plan, 


(D)          separated from
service prior to attaining Normal Retirement Age without having received from
the Corporation or its delegatee prior written approval for such termination,
given in the sole discretion of the Corporation or its delegatee and in the
context of recognition that benefits under this Plan would not be forfeited
upon such termination, or


(E)           had been
terminated for cause.








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