EXHIBIT
10(iii)(b.2)


 


EXXON MOBIL CORPORATION


EARNINGS BONUS UNIT AWARD


 


	
   

  	
   

  	
  Maximum

  	
  Maximum

  
	
   

  	
   

  	
  Settlement

  	
  Settlement

  
	
   

  	
  Number

  	
  Value Per

  	
  Value of

  
	
  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 28, 2018 (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