EXHIBIT 10(iii)(a.3)


 


November 28, 2012


Exxon Mobil Corporation


Extended Provisions for
Restricted Stock Unit Agreements - Settlement in Shares


1.       Effective Date and Credit of
Restricted Stock Units. 
If Grantee completes, signs, and returns the signature page of this Agreement
to the Corporation in Dallas County, Texas, U.S.A. on or before March 8, 2013,
this Agreement will become effective the date the Corporation receives and
accepts the signature page in Dallas County, Texas, U.S.A.  After this agreement
becomes effective, the Corporation will credit to Grantee the number of
restricted stock units specified on the signature page.  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, 2017; and


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


          (i)   November 28,
2022, 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 complete, sign, and return the signature page of this
Agreement on or before March 8, 2013.  In addition, whether or not Grantee has
completed, signed, and returned the signature page, 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; or 


(c)   Grantee fails to provide
the Corporation with cash for any required taxes due upon crediting the units,
if Grantee is required to do so under section 7.


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. 












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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.


 


Applicable law


The units are subject to
forfeiture in whole or in part as the administrative authority deems necessary
in order to comply with applicable law. 


 


7.      
Taxes.  Notwithstanding the
restrictions on transfer that otherwise apply, the Corporation in its sole
discretion may withhold units or shares, either at the time of issuance, at the
time the applicable restricted periods expire, 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.  If the
Corporation does not withhold units or shares to satisfy required taxes, in the
alternative the Corporation may require Grantee to deposit with the Corporation
cash in an amount determined by the Corporation to be necessary to satisfy
required taxes.  Notwithstanding any other provision of this Agreement, the Corporation
will be under no obligation to credit units or to deliver shares to Grantee in
settlement of any units if Grantee fails timely to deposit such amount with the
Corporation.  The Corporation in its sole discretion may also withhold any
required taxes from dividends 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.      
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.


 


11.      
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, or if Grantee has failed to provide for required taxes pursuant to
section 7.  


 


12.      
Receipt
or Access to Program. 
Grantee acknowledges receipt of or access to the full text of the Program.












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13.      
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.


 


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 at the address given on the
signature page of this Agreement, 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 Smith Barney 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.


 


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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