1

EXHIBIT 10.12

EXXONMOBIL ADDITIONAL PAYMENTS PLAN

1.        Purpose

The purpose of this Plan is to provide additional payments from the general assets of

Exxon Mobil Corporation ("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 any one of the

following requirements is met with respect to the person:

(A)    the person becomes a retiree within the meaning of the ExxonMobil

Common Provisions ("Retiree");

(B)    the person’s employment is terminated in connection with a sale of the

assets to a buyer or the outsourcing of a business operation to an outsourcing company,

and the person continues in employment until the closing date of the sale of assets or

outsourcing;

(C)    the person receives a severance benefit from the ExxonMobil Special

Program of Severance Allowances, or similar severance program sponsored by the

Corporation or an affiliate;

(D)      the Plan Administrator determines, in its sole and absolute discretion, that

the person is eligible to receive Incentive Pension Benefits.  In this regard, the Plan

Administrator may from time to time adopt eligibility standards or guidelines that may

guide the Plan Administrator’s eligibility determinations, and may in its discretion,

modify, suspend, supersede, or cancel such standards or guidelines.

2.2      Benefit Formula

(A)      In General

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

2

years of pensionable service, and dividing the amount so derived by twelve.  The result

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)      Pensionable Service

For purposes of paragraph (A) above, a person’s “pensionable service”

shall be determined as follows:

(1)      Except as provided in paragraph (2) below, it shall be the amount

of pension service credited for the person under the ExxonMobil Pension Plan.

(2)      In the event a person

(a) transfers directly to Exxon Mobil  Corporation or one of its U.S.

affiliates in connection with an employment localization,

(b)      upon localization is not credited with pension service under

the ExxonMobil Pension Plan for the person’s service with the most recent service-

oriented employer, and

(c) immediately prior to localization was a participant in the

Canadian Supplemental Pension Arrangement (SPA) Bonus (“Imperial Plan”),

the person’s pensionable service shall be the sum of the service

credited under the Imperial Plan at the time of the person’s localization plus the pension

service credited thereafter to the person under the ExxonMobil Pension Plan.

(C)      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 (C).

(1)      In General

A person's final average incentive compensation is the average of

the person's three highest annual bonus awards (including awards of zero, if any)

granted pursuant to the Exxon Mobil Corporation Short Term Incentive Program (or any

successor program, as determined within the sole discretion of the Plan Administrator)

(“Corporation’s STIP”) on any of the five most recent annual award dates immediately

preceding the person's termination of employment.

(2)      Corporate Acquisitions

If a person 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 STIP may, in the sole discretion of the Corporation (or its delegate), be

taken into account for purposes of determining the person’s final average incentive

compensation under this Paragraph (C).

(3)      Annual Bonus Award

(a)      Items Used in Calculation

3

For purposes of this paragraph (C), in determining the

amount of a person's annual bonus award, only awards granted under the Corporation’s

STIP as cash and bonus units are considered.

(b)      Item Excluded From Calculation

For purposes of this paragraph (C), 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. Additionally, in

determining the amount of a person’s annual bonus award for this paragraph (C),

awards granted to a person while that individual was participating in the Corporation’s

Trader Pay-for-Performance Program are disregarded.

(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      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

shall be 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.

2.4      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;

4

(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

Effective as of January 1, 2023, payment of a person’s Incentive Pension Benefit

and, if applicable, Overseas Makeup Benefit shall occur as soon as practicable following

whichever of the pension commencement dates specified in paragraphs (A), (B), (C), or

(D) below is applicable to the person.

(A)      Retirees

Except as provided under paragraph (B) or (D) below, in the case of a

Retiree, the person’s pension commencement date is the first of the month next

following the person’s last day of employment with ExxonMobil.

(B)      Pre-55 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,

the person’s pension commencement date is the first of the month in which the person

attains age 55.

(C)      Terminees

Except as provided under paragraph (D) below, in the case of a person

who is eligible for an Incentive Pension Benefit under Section 2.1(B), (C), or (D) above,

the person’s pension commencement date is the first of the month next following three

months from the person’s last day of employment with ExxonMobil.

(D)      Key Employees

Notwithstanding paragraphs (A), or (C) above, and except as provided in

paragraph (B), in the case of a person who, at the time of his or her termination of

employment, has a Classification Level of 35 or above (“Key Employee”), the person’s

pension commencement date is the first of the month next following six months from the

person’s last day of employment with ExxonMobil.

5

4.2      Reduction for Early Commencement

If a person’s pension commencement date under section 4.1 above occurs prior

to the month in which the person reaches Normal Retirement Age, the person’s

Incentive Pension Benefit and/or Overseas Makeup Benefit 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 measured as of the person’s pension commencement date specified under

section 4.1 above.  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

A Key Employee's Incentive Pension Benefit and/or Overseas Makeup Benefit

shall not be less than the amount equal to the person’s benefit calculated as of the

pension commencement date that would apply if the person were not a Key Employee

plus interest from such date until the person’s actual pension commencement date.  For

this purpose, interest shall be credited at a rate equal to the Citibank prime lending rate

in effect on the date the person separates from employment, or, if the person’s last day

of employment is on or after November 1, 2022, at the interest rate determined under

section 4.4(D)(3)(b)(iii) of Part 1 of the ExxonMobil Pension Plan on the first of the

month immediately following the person’s last day of employment, but taking into

account only the first segment rate for this purpose.

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 an

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.

6

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.

(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

7

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 a disability benefit plan sponsored by ExxonMobil, 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 such

disability plan and shall continue as long as entitlement to long-term disability 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(C) 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

8

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

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, Benefits, &

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’s parent entity, ExxonMobil Holdings Corporation (“Parent’),

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

Any payments received under this Plan shall be forfeited and returned if the

forfeiture and repayment of such payments is required by any clawback policy adopted

9

by the Parent. Additionally, 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 the Parent’s Chief

Executive Officer or such person or committee as the Chief Executive Officer 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 or any of its

affiliates,

(B)      committed a criminal violation harmful to the Corporation or any of its

affiliates,

(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 Parent or its delegate prior written approval for such

termination, given in the sole discretion of the Parent or its delegate 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.