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Exhibit 10(iii)(A)(5)




RESTRICTED STOCK UNIT PLAN (for 2008 and subsequent years)

(for residents of Canada)





	1.	 	Plan Purpose:

The purpose of the Restricted Stock Unit Plan (the “Plan”) is to provide an incentive to
selected key employees and to nonemployee directors to promote optimum individual
contribution to sustained improvement in the Company’s business performance and shareholder
value, and to motivate them to remain with the Company, its wholly owned subsidiaries or a
Designated Employer, as these terms are defined in clause 4 of this Plan document.
	 
	2.	 	Description of Units:

This incentive is provided by the grant of Restricted Stock Units (“RSU”) which give the
Plan participant the right, subject to the terms and conditions herein, (i) on the first
Exercise Date, if the Grantee has received RSUs vesting the first 50% on the third
anniversary of the Grant Date to receive from the Company, upon exercise in the prescribed
manner, an amount in respect of each RSU, which is equal to the Exercise Price and (ii) on
the first Exercise Date, if the Grantee has received RSUs vesting the first 50% on the
fifth anniversary of the Grant Date and on the last Exercise Date to receive from the
Company, upon exercise in the prescribed manner, Common Shares, as defined in clause 4, or
to elect to receive a cash amount in respect of each RSU, which is equal to the Exercise
Price.
	 
	3.	 	Eligibility and Awards:

RSUs will be granted only to key employees and to nonemployee directors of the Company or
to key employees of a Designated Employer, as defined in clause 4. Frequency and level of
awards to individual participants will be determined by the Company. Individual awards
under this plan will not necessarily be granted annually. The entitlement to the formula
amounts of benefits in clause 2 and clause 6 arises from past services rendered from the
Grant Date to the date of vesting of the RSU.
	 
	4.	 	Definitions:

In this Plan document, except where the context otherwise indicates, the following
definitions apply:






	 	(a)	 	“Common Share” means a common share in the capital of the Company.
	 
	 	(b)	 	“Company” means Imperial Oil Limited.






	 	(c)	 	“Continued Employment” means continued employment after the RSU Grant Date
with any one or more of the Company, its wholly owned subsidiaries or a Designated
Employer, and for nonemployee directors means the period of time while serving as a
director of Imperial Oil Limited.






	 	(d)	 	“Designated Employer” means an employer which is an affiliate of the Company
and which is designated as such for the purposes of this Plan by the Company.






	 	(e)	 	“Exercise Date” means, in respect of an RSU being exercised pursuant to
clause 8, the dates on which the RSU is vested, the date of death of a Grantee or
the date of deferral of exercise, as applicable.




 









 








	 	(f)	 	“Exercise Price” for a particular RSU means the average of the weighted
average price (as determined by the Toronto Stock Exchange) of Common Shares of the
Company on the Toronto Stock Exchange on the Exercise Date and the four consecutive
trading days immediately prior to the Exercise Date, or if there is no weighted
average price on any such day or days, the weighted average price on the Toronto Stock
Exchange on the day or days immediately preceding the fourth trading day prior to the
Exercise Date shall be included in computing such average.






	 	(g)	 	“Grant Date” means the date specified in the Grant Instrument that an RSU is
granted under the Plan.






	 	(h)	 	“Grant Instrument” means the document given by the Company to an employee and
nonemployee director governing a grant of Restricted Stock Units.






	 	(i)	 	“Grantee” means the recipient of a Grant Instrument.






	 	(j)	 	“Dividend Equivalents” means cash payments pursuant to clause 6 corresponding
in amount and timing to the cash dividend that is paid by the Company on a Common
Share of the Company.






	 	(k)	 	“Legal Representatives” means a Grantee’s executors or administrators.






	5.	 	Vesting of Units:

Subject to the restrictions in clause 7 or the deferral of exercise in clause 8, the total
RSUs granted under a particular Grant Instrument shall vest and become exercisable in
accordance with the following schedule:






	 	(a)	 	50% of the RSUs will be exercised on either:






	 	(i)	 	the third anniversary following the Grant Date, or
	 
	 	(ii)	 	the fifth anniversary following the Grant Date,






	 	 	 	the choice of which will be at the discretion of the Company and which will be set
out in the Grant Instrument; and
	 
	 	(b)	 	the remaining 50% of the RSUs will be exercised on either:






	 	(i)	 	the seventh anniversary following the Grant Date, or
	 
	 	(ii)	 	the later of






	 	(I)	 	the tenth anniversary of the Grant Date, and
	 
	 	(II)	 	the date of retirement of the Grantee,






	 	 	 	the choice of which will be at the discretion of the Company and which will be set
out in the Grant Instrument.






	6.	 	Dividend Equivalents:

The Company will pay the Grantee cash with respect to each unexercised RSU granted to the
Grantee corresponding in amount and timing to the cash dividend that is paid by the Company
on a Common Share of the Company.




 









 








	7.	 	Restrictions on Exercise:






	 	(a)	 	No RSU will be exercised other than in accordance with the provisions of
clauses 5, 7 and 8.






	 	(b)	 	Except as provided hereinafter, an RSU will be exercised only during
Continued Employment. Notwithstanding the foregoing but subject to the provisions
of clause 7(f)(ii), an RSU may continue to be exercised by a nonemployee director
subsequent to his Continued Employment in accordance with the provisions of clauses 5,
7 and 8.






	 	(c)	 	In case the Grantee becomes entitled on or after the Grant Date to payment of
extended disability benefits under the Company’s extended disability benefit plan, the
RSUs or the balance remaining will be exercised in accordance with the provisions of
clause 5.






	 	(d)	 	In case of death of the Grantee, the unexercised RSUs will be exercised by
the Company as of the date of death and paid to the Grantee’s Legal Representatives.






	 	(e)	 	In case the Grantee’s Continued Employment terminates on or before the
seventh anniversary of the Grant Date, where the last Exercise Date has been
determined pursuant to clause 5(b)(i), or the tenth anniversary of the Grant Date,
where the last Exercise Date has been determined pursuant to clause 5(b)(ii) and the
Grantee becomes entitled to an annuity under section 2 of the Company’s retirement
plan (or the provision in any plan or plans of the Company substituted thereof), the
Company shall determine, at its discretion, whether the Grantee’s RSUs will not be
forfeited.






	 	(f)	 	Notwithstanding anything to the contrary in this Plan, the Company, at its
discretion, may determine that the Grantee’s RSUs, or the balance remaining, are
forfeited and are not exercisable as a consequence of any of the following situations:






	 	(i)	 	the Company believes that the Grantee intends to terminate
Continued Employment and sub-clauses 7(b), 7(c), 7(d) and 7(e) would
not be applicable, or






	 	(ii)	 	during Continued Employment or during the period of 24 months
after the termination of the Grantee’s Continued Employment, the Grantee,
without the written consent of the Company, directly or indirectly is employed
in, or as principal, agent, partner or otherwise engages in any business that
is in competition with the Company, as determined by the Company, or otherwise
engages in any activity that is detrimental to the Company, as determined by
the Company.






	 	(g)	 	Except as provided in sub-clauses 7(b), 7(c), 7(d), and 7(e), the
RSUs, or the balance remaining, if not forfeited earlier, will be forfeited and will
not be exercisable after the last day of Continued Employment.






	 	(h)	 	Notwithstanding any other provision of this clause 7, the Company may
determine that a Grantee’s RSUs will not be forfeited in whole or in part after the
cessation of Continued Employment.






	8.	 	Method and Deferral of Exercise:

The RSUs will be exercised by the Company in accordance with clauses 5 and 7, provided
however, the Company may, at its discretion, defer the exercise of any RSUs to a later date
in the event that a ban on trading, imposed by the Company or applicable law, in Common
Shares of the Company by a director of the Company or an employee of the Company, its
wholly owned subsidiaries or a Designated Employer is in effect on the exercise dates
described in clauses 5 and 7.




 









 








	9.	 	Issue of Common Shares:






	 	(a)	 	One Common Share will be issued by the Company for each RSU that is exercised on:






	 	(i)	 	the first Exercise Date, if the Grantee has received RSUs
vesting the first 50% on the fifth anniversary of the Grant Date, or






	 	(ii)	 	the last Exercise Date,






	 	 	 	unless the Grantee notifies the Company, in such manner and within such period of
time as may be determined by the Company from time-to-time, that the Grantee elects
to receive a cash payment for the RSUs equal to the Exercise Price for each RSU
exercised.
	 
	 	(b)	 	The aggregate number of Common Shares that may be issued pursuant to the
exercise of RSUs shall not exceed 10.5 million Common Shares, provided that






	 	(i)	 	the number of Common Shares issuable to insiders (as defined
by the Toronto Stock Exchange), at any time, under all security based
compensation arrangements, cannot exceed 10% of the issued and outstanding
Common Shares; and
	 
	 	(ii)	 	the number of Common Shares issued to insiders (as defined by
the Toronto Stock Exchange), within any one year period, under all security
based compensation arrangements, cannot exceed 10% of the issued and
outstanding Common Shares.






	10.	 	Method of Payment:






	 	(a)	 	The issue of share certificates or the cash payment of the benefit arising on
the exercise of an RSU will normally be made as soon as practicable after the Exercise
Date.






	 	(b)	 	Cash payment of the Dividend Equivalents described in clause 6 will be made
as soon as practicable after the Company pays a dividend on the Common Shares of the
Company.






	 	(c)	 	Payments will be reduced by any amount required to be withheld by any
government authority.






	11.	 	Repayments:

Notwithstanding the exercise of an RSU by the Grantee, in the event any of the situations
described in sub-clause 7(f)(ii) are applicable to the Grantee, the Company, at its
discretion, may require the Grantee to pay to the Company a cash amount equal to the
Exercise Price for each RSU exercised during a period up to 180 days prior to termination
of the Grantee’s Continued Employment.
	 
	12.	 	Significant Changes:

In the case of any subdivision, consolidation, or reclassification of the shares of the
Company or other relevant change in the capitalization of the Company, the Company, in its
discretion, may make appropriate adjustments in the number of Common Shares to be issued
and the calculation of the cash amount payable per RSU, and an adjustment by the Company
shall be conclusive as to the amount payable per RSU and shall be final and binding upon
all persons.
	 
	13.	 	Other:







	 	(a)	 	An RSU award does not carry any benefits associated with the Company’s
benefit plans.






	 	(b)	 	No right created by the granting of an RSU can be pledged in any
circumstance, nor can it be assigned. Any attempt to pledge or assign may, in the
discretion of the Company, result in forfeiture of the rights created herein.




 









 








	 	(c)	 	A Restricted Stock Unit means a unit equivalent in value to a Common Share of
the Company, credited by means of a book entry on the Company’s books.






	 	(d)	 	Under no circumstances shall the RSUs be considered Common Shares or other
securities of the Company, nor shall they entitle any Grantee to exercise voting
rights or any other rights attaching to the ownership of the Common Shares or other
securities of the Company, nor shall any Grantee be considered the owner of the Common
Shares by virtue of the award of the RSUs.






	 	(e)	 	The Company will determine conclusively all questions arising in the
administration or interpretation of this Plan and such a determination shall be final
and binding upon all persons.






	 	(f)	 	The Company’s obligation to issue Common Shares in accordance with the Plan
is subject to compliance with applicable securities laws and the rules and regulations
of applicable securities regulatory authorities and stock exchanges regarding the
issuance and distribution of such Common Shares and to the listing of such additional
Common Shares on any stock exchange on which the Common Shares are then listed.






	14.	 	Amendments to the Plan:

The Board of Directors of the Company may without the approval of the shareholders (i)
amend the Plan with respect to RSUs previously issued and (ii) amend the Plan with respect
to RSUs to be issued in the future without the approval of shareholders, provided that no
amendment that:






	 	(a)	 	increases the number of Common Shares reserved for issuance under the Plan;






	 	(b)	 	increases the Exercise Price, expressed as either a cash amount or the number
of Common Shares with respect to RSUs previously granted or to be granted, provided
that in the case of any subdivision, consolidation, or reclassification of the Common
Shares of the company or other relevant change in the capitalization of the Company,
the Company in its discretion, may make appropriate adjustments in the number of
Common Shares to be issued and in the calculation of the amount payable per unit;






	 	(c)	 	extends eligibility to participate in the Plan to any persons not
contemplated by clause 3, provided that the company may at any time designate
affiliates of the Company as Designated Employers, the employees of which may be
eligible to receive units;






	 	(d)	 	extends the right of the Grantee to transfer or assign RSUs; or






	 	(e)	 	adjusts the Exercise Date of any RSUs previously granted,






	 	 	shall be made without securing approval by the shareholders of the Company.





Imperial Oil Limited

November 2008




 









 








RESTRICTED STOCK UNIT PLAN (for 2008 and subsequent years)

(for non-residents of Canada)





	1.	 	Plan Purpose:

The purpose of the Restricted Stock Unit Plan (the “Plan”) is to provide an incentive to
selected key employees and to nonemployee directors to promote optimum individual
contribution to sustained improvement in the Company’s business performance and shareholder
value, and to motivate them to remain with the Company, its wholly owned subsidiaries or a
Designated Employer, as these terms are defined in clause 4 of this Plan document.
	 
	2.	 	Description of Units:

This incentive is provided by the grant of Restricted Stock Units (“RSU”), which give the
Plan participant the right, subject to the terms and conditions herein, to receive from the
Company, upon exercise in the prescribed manner, an amount in respect of each RSU, which is
equal to the Exercise Price, as defined in clause 4.
	 
	3.	 	Eligibility and Awards:

RSUs will be granted only to key employees and to nonemployee directors of the Company or
to key employees of a Designated Employer, as defined in clause 4. Frequency and level of
awards to individual participants will be determined by the Company. Individual awards
under this plan will not necessarily be granted annually. The entitlement to the formula
amounts of benefits in clause 2 and clause 6 arises from services rendered from the Grant
Date to the date of payment.
	 
	4.	 	Definitions:

In this Plan document, except where the context otherwise indicates, the following
definitions apply:






	 	(a)	 	“Common Share” means a common share in the capital of the Company.
	 
	 	(b)	 	“Company” means Imperial Oil Limited.






	 	(c)	 	“Continued Employment” means continued employment after the RSU Grant Date
with any one or more of the Company, its wholly owned subsidiaries or a Designated
Employer, and for nonemployee directors means the period of time while serving as a
director of Imperial Oil Limited.






	 	(d)	 	“Designated Employer” means an employer which is an affiliate of the Company
and which is designated as such for the purposes of this Plan by the Company.






	 	(e)	 	“Exercise Date” means, in respect of an RSU being exercised pursuant to
clause 8, the dates on which the RSU is vested, the date of death of a Grantee or
the date of deferral of exercise, as applicable.






	 	(f)	 	“Exercise Price” for a particular RSU means the average of the weighted
average price (as determined by the Toronto Stock Exchange) of Common Shares of the
Company on the Toronto Stock Exchange on the Exercise Date and the four consecutive
trading days immediately prior to the Exercise Date, or if there is no weighted
average price on any such day or days, the weighted average price on the Toronto Stock
Exchange on the day or days immediately preceding the fourth trading day prior to the
Exercise Date shall be included in computing such average.






	 	(g)	 	“Grant Date” means the date specified in the Grant Instrument that an RSU is
granted under the Plan.






	 	(h)	 	“Grant Instrument” means the document given by the Company to an employee and
nonemployee director governing a grant of Restricted Stock Units.




 









 








	 	(i)	 	“Grantee” means the recipient of a Grant Instrument.






	 	(j)	 	“Dividend Equivalents” means cash payments pursuant to clause 6 corresponding
in amount and timing to the cash dividend that is paid by the Company on a Common
Share of the Company.






	 	(k)	 	“Legal Representatives” means a Grantee’s executors or administrators.






	5.	 	Vesting of Units:

Subject to the restrictions in clause 7 or the deferral of exercise in clause 8, the total
RSUs granted under a particular Grant Instrument shall vest and become exercisable in
accordance with the following schedule:






	 	(a)	 	50% of the RSUs will be exercised on either:






	 	(i)	 	the third anniversary following the Grant Date, or
	 
	 	(ii)	 	the fifth anniversary following the Grant Date,






	 	 	 	the choice of which will be at the discretion of the Company and which will be set
out in the Grant Instrument; and
	 
	 	(b)	 	the remaining 50% of the RSUs will be exercised on either:






	 	(i)	 	the seventh anniversary following the Grant Date, or
	 
	 	(ii)	 	the later of






	 	(I)	 	the tenth anniversary of the Grant Date, and
	 
	 	(II)	 	the date of retirement of the Grantee,






	 	 	 	the choice of which will be at the discretion of the Company and which will be set
out in the Grant Instrument.






	6.	 	Dividend Equivalents:

The Company will pay the Grantee cash with respect to each unexercised RSU granted to the
Grantee corresponding in amount and timing to the cash dividend that is paid by the Company
on a Common Share of the Company.






	7.	 	Restrictions on Exercise:






	 	(a)	 	No RSU will be exercised other than in accordance with the provisions of
clauses 5, 7 and 8.






	 	(b)	 	Except as provided hereinafter, an RSU will be exercised only during
Continued Employment. Notwithstanding the foregoing but subject to the provisions
of clause 7(f)(ii), an RSU may continue to be exercised by a nonemployee director
subsequent to his Continued Employment in accordance with the provisions of clauses 5,
7 and 8.






	 	(c)	 	In case the Grantee becomes entitled on or after the Grant Date to payment of
extended disability benefits under the Company’s extended disability benefit plan, the
RSUs or the balance remaining will be exercised in accordance with the provisions of
clause 5.






	 	(d)	 	In case of death of the Grantee, the unexercised RSUs will be exercised by
the Company as of the date of death and paid to the Grantee’s Legal Representatives.




 









 








	 	(e)	 	In case the Grantee’s Continued Employment terminates on or before the
seventh anniversary of the Grant Date, where the last Exercise Date has been
determined pursuant to clause 5(b)(i), or the tenth anniversary of the Grant Date,
where the last Exercise Date has been determined pursuant to clause 5(b)(ii) and the
Grantee becomes entitled to an annuity under section 2 of the Company’s retirement
plan (or the provision in any plan or plans of the Company substituted thereof), the
Company shall determine, at its discretion, whether the Grantee’s RSUs will not be
forfeited.






	 	(f)	 	Notwithstanding anything to the contrary in this Plan, the Company, at its
discretion, may determine that the Grantee’s RSUs, or the balance remaining, are
forfeited and are not exercisable as a consequence of any of the following situations:






	 	(i)	 	the Company believes that the Grantee intends to terminate
Continued Employment and sub-clauses 7(b), 7(c), 7(d) and 7(e) would
not be applicable, or






	 	(ii)	 	during Continued Employment or during the period of 24 months
after the termination of the Grantee’s Continued Employment, the Grantee,
without the written consent of the Company, directly or indirectly is employed
in, or as principal, agent, partner or otherwise engages in any business that
is in competition with the Company, as determined by the Company, or otherwise
engages in any activity that is detrimental to the Company, as determined by
the Company.






	 	(g)	 	Except as provided in sub-clauses 7(b), 7(c), 7(d), and 7(e), the
RSUs, or the balance remaining, if not forfeited earlier, will be forfeited and will
not be exercisable after the last day of Continued Employment.






	 	(h)	 	Notwithstanding any other provision of this clause 7, the Company may
determine that a Grantee’s RSUs will not be forfeited in whole or in part after the
cessation of Continued Employment.






	8.	 	Method and Deferral of Exercise:

The RSUs will be exercised by the Company in accordance with clauses 5 and 7, provided
however, the Company may, at its discretion, defer the exercise of any RSUs to a later date
in the event that a ban on trading, imposed by the Company or applicable law, in Common
Shares of the Company by a director of the Company or an employee of the Company, its
wholly owned subsidiaries or a Designated Employer is in effect on the exercise dates
described in clauses 5 and 7.






	9.	 	Method of Payment:






	 	(a)	 	Cash payment of the benefit arising on the exercise of an RSU will normally
be made as soon as practicable after the Exercise Date.






	 	(b)	 	Cash payment of the Dividend Equivalents described in clause 6 will be made
as soon as practicable after the Company pays a dividend on the Common Shares of the
Company.






	 	(c)	 	Payments will be reduced by any amount required to be withheld by any
government authority.






	10.	 	Repayments:

Notwithstanding the exercise of an RSU by the Grantee, in the event
any of the situations described in sub-clause 7(f)(ii) are applicable
to the Grantee, the Company, at its discretion, may require the
Grantee to repay to the Company any cash payments resulting from the
exercise of that RSU during a period up to 180 days prior to
termination of the Grantee’s Continued Employment.




 









 








	11.	 	Significant Changes:

In the case of any subdivision, consolidation, or reclassification of the shares of the
Company or other relevant change in the capitalization of the Company, the Company, in its
discretion, may make appropriate adjustments in the calculation of the amount payable per
RSU, and an adjustment by the Company shall be conclusive as to the amount payable per RSU
and shall be final and binding upon all persons.
	 
	12.	 	Other:






	 	(a)	 	An RSU award does not carry any benefits associated with the Company’s
benefit plans.






	 	(b)	 	No right created by the granting of an RSU can be pledged in any
circumstance, nor can it be assigned. Any attempt to pledge or assign may, in the
discretion of the Company, result in forfeiture of the rights created herein.






	 	(c)	 	A Restricted Stock Unit means a unit equivalent in value to a Common Share of
the Company, credited by means of a book entry on the Company’s books.






	 	(d)	 	Under no circumstances shall the RSUs be considered Common Shares or other
securities of the Company, nor shall they entitle any Grantee to exercise voting
rights or any other rights attaching to the ownership of the Common Shares or other
securities of the virtue of the award of the RSUs.






	 	(e)	 	The Company will determine conclusively all questions arising in the
administration or interpretation of this Plan and such a determination shall be final
and binding upon all persons.






	13.	 	Amendments to the Plan:

The Board of Directors of the Company may without the approval of the shareholders (i)
amend the Plan with respect to RSUs previously issued and (ii) amend the Plan with respect
to RSUs to be issued in the future without the approval of shareholders, provided that no
amendment that:






	 	(a)	 	increases the number of Common Shares reserved for issuance under the Plan;






	 	(b)	 	increases the Exercise Price, expressed as either a cash amount or the number
of Common Shares with respect to RSUs previously granted or to be granted, provided
that in the case of any subdivision, consolidation, or reclassification of the Common
Shares of the company or other relevant change in the capitalization of the Company,
the Company in its discretion, may make appropriate adjustments in the number of
Common Shares to be issued and in the calculation of the amount payable per unit;






	 	(c)	 	extends eligibility to participate in the Plan to any persons not
contemplated by clause 3, provided that the company may at any time designate
affiliates of the Company as Designated Employers, the employees of which may be
eligible to receive units;






	 	(d)	 	extends the right of the to transfer or assign RSUs; or






	 	(e)	 	adjusts the Exercise Date of any RSUs previously granted,






	 	 	shall be made without securing approval by the shareholders of the Company.





Imperial Oil Limited

November 2008