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EXHIBIT 10.16

This AIRCRAFT TIME SHARE LEASE AGREEMENT (the “Agreement”) is made and

entered into as of August 29, 2023 (the “Effective Date”) between Exxon Mobil Corporation, a

New Jersey corporation, (hereinafter referred to as the “Time Share Lessor”) and Darren W.

Woods (hereinafter referred to as the “Time Share Lessee”). Time Share Lessor and Time Share

Lessee will be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A.Time Share Lessor has the right of possession of the Aircraft, equipped with

engines and components, as described in Exhibit A, attached and made a part of this Agreement,

(the “Aircraft”).

B.Time Share Lessor employs a fully qualified flight crew to operate the Aircraft.

C.To provide for the safety and security of Time Share Lessee in his capacity as

Time Share Lessor’s Chairman and Chief Executive Officer and to maximize Time Share

Lessee’s ability to carry out the responsibilities of his position, Time Share Lessor has

determined it is appropriate for Time Share Lessor to enter into this Agreement to make the

Aircraft available to Time Share Lessee under the terms and conditions set forth in this

Agreement.

D.Time Share Lessor therefore desires to lease to Time Share Lessee, and Time

Share Lessee desires to lease from the Time Share Lessor the Aircraft with flight crew on a non-

exclusive time-sharing basis, in accordance with and as defined in sections 91.501 (b)(6) and

(c)(1) of the Federal Aviation Administration Regulations (“FARs”).

E.This Agreement sets forth the understanding of the Parties as to the terms under

which Time Share Lessor may provide Lessee with the use, on a periodic basis, of the Aircraft

operated by Time Share Lessor.

F.The use of the Aircraft under this Agreement will at all times be pursuant to and

in full compliance with the requirements of sections 91.501(b)(6), 91.501(c)(1), and 91.501(d) of

the FARs and Time Share Lessee agrees to use the Aircraft under such terms and conditions set

forth herein for the carriage of Time Share Lessee and his guests pursuant to a time sharing

agreement as defined in §91.501(c)(1) of the FARs.

The parties hereby agree as follows:

SECTION ONE

Time Share of Aircraft

1.1In consideration of the amounts to be charged as set forth below, Time Share

Lessee agrees to lease the Aircraft with a fully qualified flight crew from Time Share Lessor

from time to time after the Effective Date for the term described in Section Two below at such

times as the Time Share Lessor does not require the use of the Aircraft. The express intent of the

parties hereto is that this Agreement shall constitute a “Time Sharing Agreement” as such term is

defined in §91.501(c)(1) of the FARs. The Aircraft shall be operated hereunder pursuant to the

terms of §91.501(b)(6) of the FARs under which the Time Share Lessor will lease the Aircraft

and provide the flight crew to Time Share Lessee for the carriage of Time Share Lessee and his

guests. If any provision of this Agreement is determined to be inconsistent with any applicable

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requirements of the FARs, such provision shall be deemed amended in any respect necessary to

bring it into compliance with such requirements.

1.2Nothing contained herein shall obligate Time Share Lessee to any minimum usage

of the Aircraft, it being understood that Time Share Lessee’s usage shall be on an “as-needed”

and “as-available” basis. Further, Time Share Lessee acknowledges that each Aircraft is leased to

the Time Share Lessee hereunder on a non-exclusive basis, and that all Aircraft will be subject to

use by the Time Share Lessor.

1.3Time Share Lessee shall make all requests for use of the Aircraft pursuant to this

Agreement to the Time Share Lessor. Time Share Lessor shall advise Time Share Lessee of the

identity of the person or department representative responsible for receiving such requests. Time

Share Lessor shall be responsible for scheduling the use by Time Share Lessee of the Aircraft.

1.4Time Share Lessee represents, warrants, and covenants to Time Share Lessor that:

(a)Time Share Lessee shall use the Aircraft for his personal use and shall not

use the Aircraft for the purposes of providing transportation of passengers or cargo in air

commerce for compensation or hire, and shall not accept any reimbursement from a passenger or

otherwise for charges for air transportation of passengers or cargo under this Agreement;

(b)During the term of this Agreement, Time Share Lessee shall abide by and

conform to all such laws, governmental, and airport orders, rules, and regulations that are in

effect from time to time relating in any way to the operation and use of the Aircraft by the Time

Share Lessee.

1.5Time Share Lessee shall provide Time Share Lessor with notice of his desire to

use the Aircraft and proposed flight schedules as far in advance of any given flight as possible,

and in any case, in advance of Time Share Lessee’s planned departure. Requests for flight time

will be in a form, whether written or oral, mutually convenient to and agreed upon by the Parties.

In addition to the proposed schedules and flight times Time Share Lessee shall provide at least

the following information for each proposed flight at some time prior to scheduled departure as

required by the Time Share Lessor or Time Share Lessor’s flight crew:

(a)Proposed departure point;

(b)Destination;

(c)Date and time of flight;

(d)The number and identity of anticipated passengers and relationship to the

Time Share Lessee;

(e)The date and time of return flight, if any;

(f)Forinternationaltrips,passportinformationand

Customs-required information for all passengers; and

(g)Any other information concerning the proposed flight that may be

pertinent or required by Time Share Lessor or Time Share Lessor’s flight crew,

including whether Time Share Lessee· requests any food and beverages, passenger

ground transportation, or access to airline lounges.

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1.6Time Share Lessor shall notify Time Share Lessee as to whether the requested use

of the Aircraft can be accommodated and, if not, the Parties shall discuss alternatives.

1.7The Time Share Lessor’s use of the Aircraft will take precedence over Time Share

Lessee’s use.

1.8Any maintenance and inspection of the Aircraft takes precedence over scheduling

of the Aircraft. However, the Time Share Lessor may, but is not obligated to, permit Time Share

Lessee to use the Aircraft if such maintenance or inspection can be safely deferred in accordance

with applicable laws and regulations and the Pilot in Command agrees the flight can be

conducted safely.

1.9Time Share Lessor has and will maintain sole and exclusive authority over the

scheduling of Time Share Lessee’s use of the Aircraft.

1.10Individual aircraft may be added and become subject to this Agreement, and/or

may be removed from the applicability of this Agreement, from time to time by the Time Share

Lessor by (a) replacing Exhibit A with an updated list of Aircraft that are subject to this

Agreement, (b) mailing a copy of said updated list of Aircraft to the Technical Section of the

FAA Civil Aircraft Registry at the address provided on the cover of this Agreement, and (c)

providing a copy of said updated list of Aircraft to the Time Share Lessee.

1.11Without limiting the generality of paragraph 1.10, in the event the Time Share

Lessor from time to time sells any individual Aircraft listed on Exhibit A, such Aircraft shall,

upon the transfer of title to such Aircraft, be deemed immediately removed from the applicability

of this Agreement regardless of whether such Aircraft is specifically removed from Exhibit A.

1.12Anytime a new Aircraft is added to Exhibit A and becomes subject to this

Agreement, at least 48 hours prior to the first flight of such newly added Aircraft to be conducted

under this Agreement, Time Share Lessor shall provide Time Share Lessee with a complete

Flight Standards District Office (FSDO) Notice, substantially in the form attached hereto as

Exhibit B with respect to such Aircraft for signature, and shall deliver the completed FSDO

Notice by email or hand delivery to the FAA FSDO located nearest to the departure airport of

said first flight of such Aircraft. Alternatively, Time Share Lessor shall notify the appropriate

FSDO by telephone of the same information and shall mail the FSDO Notice to the appropriate

FSDO within two business days thereafter.

1.13Time Share Lessor shall not be liable to Time Share Lessee or any other person

for loss, injury, or damage occasioned by the delay or failure to furnish the Aircraft and crew

pursuant to this Agreement for any reason.

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SECTION TWO

Term

2.1This Agreement shall remain in full force and effect from the Effective Date until

terminated. Either party may at any time terminate this Agreement for any reason whatsoever

upon thirty (30) days written notice to the other party as provided in Section 14 of this

Agreement; provided that this Agreement may be terminated on such shorter notice with respect

to the Aircraft as may be required to comply with applicable laws, regulations, insurance

requirements, or if Time Share Lessor sells or transfers the Aircraft.

SECTION THREE

Payments

3.1Time Share Lessor shall be responsible for all costs and expenses of owning,

operating, and maintaining the Aircraft. Time Share Lessee shall compensate Time Share Lessor

for the use of the Aircraft in amounts agreed upon from time to time between the parties,

provided, however, in no event shall any amounts be charged by Time Share Lessor or paid

by Time Share Lessee hereunder that are not specifically authorized by §91.501(d) of the

FARs, nor shall the aggregate charges for any flight exceed the amounts specifically

authorized by §91.501(d) of the FARs.

3.2All such payments and other sums payable hereunder shall be absolute and

unconditional and are not subject to any abatement, setoff, or counterclaim.

SECTION FOUR

Time Share Lessor

4.1Time Share Lessor shall furnish fully qualified and properly certified pilots for the

Aircraft. Such pilots are responsible for operating the Aircraft within FAA regulations and Time

Share Lessor’s policies (including without limitation insurance policies) at all times during

which a flight is made by or on behalf of Time Share Lessee under this Agreement. In any event,

the flight crew shall be and remain under the exclusive command and control of the Time Share

Lessor in all phases of all flights conducted hereunder.

4.2Time Share Lessor shall have possession, command, dominion, and control of the

Aircraft. Time Share Lessor shall have complete and exclusive responsibility for (i) scheduling,

dispatching, conducting, and terminating any flight of the Aircraft on behalf of Time Share

Lessee, (ii) the physical and technical operation of the Aircraft, and (iii) the safe performance of

all flights. The Parties expressly agree that Time Share Lessor shall have and maintain

operational control of the Aircraft for all purposes (including flights) of the FARs.

4.3Notwithstanding the foregoing, the Pilot-in-Command of each flight shall have

the final authority with respect to matters concerning the preparation of the Aircraft for flight and

for the flight itself, including: (i) the load carried and its distribution; (ii) the initiation or

termination of any flight, (iii) selection of the routing of any flight, (iv) landing determinations,

and; (v) all decisions relating to the operations of and/or the safety of any flight. Time Share

Lessee specifically agrees that the flight crew has final and complete authority to delay or cancel

any flight for any reason or condition which, in the sole judgment of the Pilot in Command,

could compromise the safety of the flight, and to take any other action which, in the sole

judgement of the Pilot in Command, is necessitated by considerations of safety. No such action

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of the Pilot in Command shall create or support any liability to Time Share Lessee or any person

for loss, injury, damages, or delay.

4.4For purposes of this Agreement the permanent base of operation of the Aircraft

will be as set forth in Exhibit A.

SECTION FIVE

Insurance

5.1Time Share Lessor shall maintain or cause to be maintained in full force and

effect and at Time Share Lessor’s own expense, passenger liability, public liability, third party

property damage, baggage and cargo insurance in such form, for such amounts, and for such

other coverages, and with such insurers as shall be acceptable to Time Share Lessor, insuring

Time Share Lessor and Time Share Lessee as their interests may appear against claims for death

of or injury to persons, or loss of or damage to third party property in connection with the

possession, use, or operation of the Aircraft pursuant to this Agreement.

SECTION SIX

Risk of Loss

6.1Time Share Lessor shall be liable for any loss or damage to the Aircraft during the

term of this Agreement.

SECTION SEVEN

Restrictions on Use

7.1Use of the Aircraft by Time Share Lessee shall be for Time Share Lessee’s own

account and shall be subject to the use limitations set forth in §91.501(b)(6) of the FARs. Time

Share Lessee is hereby expressly prohibited from using the Aircraft for the transportation of

passengers or cargo for compensation or hire.

7.2Time Share Lessee and Time Share Lessor shall only use the Aircraft in

accordance with the terms and provisions of each insurance policy providing coverage. Time

Share Lessee’s flights pursuant to this Agreement may only be in accordance with (including the

geographical limits, set forth in) the insurance policy or policies obtained by Time Share Lessor.

Furthermore, neither Time Share Lessor nor Time Share Lessee shall use the Aircraft in violation

of the FARs or any foreign, Federal, state, territorial or municipal law or regulation.

SECTION EIGHT

Inspection by Time Share Lessor

8.1Time Share Lessor shall, at its own expense, at all times during the term of this

Agreement, inspect the Aircraft or cause the Aircraft to be inspected so as to keep the Aircraft

currently certified as airworthy and in good and safe operating order, repair, and condition in

accordance with the Federal Aviation Administration (“FAA”), Department of Transportation

and any other governmental authority, domestic or foreign, having jurisdiction therefor.

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SECTION NINE

Maintenance and Repair

9.1Time Share Lessee shall have no right to alter, modify, or make additions or

improvements to the Aircraft. Time Share Lessor shall, at its own expense, at all times during the

term of this Agreement, maintain and inspect the Aircraft or cause the Aircraft to be maintained

and keep the Aircraft currently certified as airworthy and in good and safe operating order,

repair, and condition in accordance with the FAA, Department of Transportation, and any other

governmental authority, domestic or foreign, having jurisdiction therefor. Time Share Lessor

shall maintain the Aircraft or cause the Aircraft to be maintained in accordance with all FAA

issued airworthiness directives, the manufacturer’s operating, inspection, and maintenance

manuals, and all FARs, as they are applicable to the Aircraft.

9.2Time Share Lessee hereby acknowledges that maintenance, repair, and inspection

schedules may make the Aircraft unavailable for use hereunder from time to time. Such

maintenance, repair and inspection schedules shall have priority over Time Share Lessee’s

scheduling requests.

SECTION TEN

Title

10.1With respect to the Aircraft, registration of, and title to, such Aircraft shall be in

the name of the Time Share Lessor or its lessor, as the case may be, and Time Share Lessor shall

have a valid leasehold interest therein. The Aircraft, at all times during the term of this

Agreement, or any extension, shall bear United States registration markings. All responsibilities

and obligations in regard to the operation of this Aircraft as above owned, registered and marked

shall remain obligations of the Time Share Lessor or its lessor, as the case may be.

SECTION ELEVEN

Payment of Taxes

11.1Time Share Lessee is responsible for and shall pay (or shall reimburse Time Share

Lessor for) any U.S. Federal Excise Tax or other applicable tax which may be levied or assessed

on Time Share Lessee with respect to a payment or use hereunder upon notice and request by

Time Share Lessor (although any such taxes shall be imposed only to the extent that the payment

relates to taxable air transportation provided to the Time Share Lessee). Time Share Lessor is

responsible for and shall pay all taxes, assessments and charges imposed by any Federal, state,

municipal or other public authority upon or relating to the ownership of the Aircraft during the

term of this Agreement.

SECTION TWELVE

Assignment

12.1Time Share Lessee shall not assign this Agreement or any interest in the Aircraft,

or sublet the Aircraft, without the prior written consent of Time Share Lessor. Notwithstanding

the foregoing, Time Share Lessee may, without further consent of Time Share Lessor, make the

Aircraft available to his guests pursuant and subject to §91.501(b)(6) of the FARs; subject to the

foregoing, this Agreement inures to the benefit of, and is binding on, the heirs, legal

representatives, successors and assigns of the Parties.

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SECTION THIRTEEN

Accident and Claim

13.1Time Share Lessee shall cooperate to the extent possible with Time Share Lessor

in the event of an accident or incident involving the Aircraft while leased to the Time Share

Lessee. Time Share Lessee shall advise Time Share Lessor of any correspondence, papers,

notices, and documents whatsoever received by Time Share Lessee in connection with any claim

or demand involving or relating to the Aircraft or its operation and shall aid in any investigation

instituted by Time Share Lessor and in the recovery of damages from third persons liable

therefor.

SECTION FOURTEEN

Notices and Communications

14.1All notices under this Agreement (except for notices made purely for flight

scheduling, which are governed by the provisions of Section 1.5 of this Agreement) shall be in

writing and delivered by hand, sent by overnight delivery service or first class United States

mail, certified, postage prepaid, return receipt requested, to the business addresses of the Parties

set forth below at Exxon Mobil Corporation’s principal executive office, or such other address as

a Party may specify to the other Party by further notice pursuant to this Section 14.1: 22777

Springwoods Village Parkway, Spring, Texas 77389.

SECTION FIFTEEN

Liens

15.1Time Share Lessee shall not assign, sell, transfer or encumber the Aircraft, any

engine, or any part thereof. Time Share Lessee shall not directly or indirectly create, incur,

assume, or suffer to exist any lien on or with respect to the Aircraft, and shall promptly take such

action as may be necessary to discharge any lien created by, through or under Time Share Lessee

if the same shall arise at any time.

SECTION SIXTEEN

Miscellaneous

16.1This Agreement shall be governed by and construed in accordance with the

laws of the State of Texas, excluding its conflict of law provisions.

16.2This Agreement constitutes the entire agreement of the Parties hereto regarding

the subject matter hereof. This Agreement shall not be modified or amended except by a further

written document signed by both Parties. No provision hereof may be waived except by an

agreement in writing signed by the waiving Party. A waiver of any term or provision shall not be

construed as a waiver of any other term or provision.

16.3This Agreement may be executed in one or more counterparts, each of which shall

be deemed an original, but all of which together shall constitute one and the same instrument.

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SECTION SEVENTEEN

Truth-in-Leasing

17.1TIME SHARE LESSOR CERTIFIES THAT THE AIRCRAFT DESCRIBED ON

EXHIBIT A HAVE BEEN INSPECTED AND MAINTAINED UNDER 14 C.F.R. PART 91

FOR THE TWELVE MONTHS PRECEDING THE DATE OF THIS AGREEMENT IN

ACCORDANCE WITH THE REQUIREMENTS OF SUCH PART 91 OF THE FAA

REGULATIONS.

17.2THE TIME SHARE LESSOR CERTIFIES THAT DURING THE TERM OF

THIS TIME-SHARE LEASE AGREEMENT AND FOR ALL OPERATIONS CONDUCTED

HEREUNDER, THE AIRCRAFT SHALL BE MAINTAINED AND INSPECTED IN

ACCORDANCE WITH THE REQUIREMENTS OF PART 91 OF THE FAA REGULATIONS.

17.3TIME SHARE LESSOR CERTIFIES THAT THE AIRCRAFT PRESENTLY

COMPLIES WITH THE APPLICABLE MAINTENANCE AND INSPECTION

REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS.

17.4TIME SHARE LESSOR, EXXON MOBIL CORPORATION, WHOSE

ADDRESS IS 22777 SPRINGSWOOD VILLAGE PARKWAY, SPRING, TEXAS 77389, AND

WHOSE AUTHORIZED SIGNATURE APPEARS BELOW MUST HAVE AND SHALL

RETAIN OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL OPERATIONS

CONDUCTED PURSUANT TO THIS TIME SHARE LEASE AGREEMENT. EACH PARTY

TO THIS TIME SHARE LEASE AGREEMENT CERTIFIES THAT IT UNDERSTANDS THE

EXTENT OF ITS RESPONSIBILITIES SET FORTH IN THIS TIME SHARE LEASE

AGREEMENT FOR COMPLIANCE WITH APPLICABLE FAA REGULATIONS.

17.5TIME SHARE LESSOR CERTIFIES THAT IT AS THE OPERATOR WILL

CAUSE THE AIRCRAFT TO BE MAINTAINED AND INSPECTED UNDER 14 CFR PART

91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS TIME-SHARE LEASE

AGREEMENT DURING THE DURATION OF THIS TIMESHARE LEASE AGREEMENT.

17.6TIME SHARE LESSOR, EXXON MOBIL CORPORATION, IS RESPONSIBLE

FOR OPERATIONAL CONTROL OF THE AIRCRAFT FOR EACH FLIGHT OPERATED

PURSUANT TO THIS AGREEMENT DURING THE TERM HEREOF. BOTH PARTIES

FURTHER CERTIFY THAT THEY UNDERSTAND THEIR RESPONSIBILITIES FOR

COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

17.7THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS

BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION

REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS

DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR AIR CARRIER

DISTRICT OFFICE.

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IN WITNESS WHEREOF, the parties have executed this Aircraft Time Share Lease

Agreement effective as of the date first above written.

By: Time Share LessorBy: Time Share Lessee

By: /s/ John D. BuchananBy: /s/ Darren W. Woods

Name: John D. BuchananName: Darren W. Woods

Title: Assistant General Counsel

Date and time of execution: 8/29/23 8:00AM      Date and time of execution: 8/29/23 8:00AM

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EXHIBIT A

DESCRIPTION OF AIRCRAFT

Aircraft: Gulfstream G280

Manufacturer’s Serial Number: [redacted]

U.S. Registration Number: [redacted]

Home Airport/ Permanent Base of Operation: IAH, Houston, Texas

Aircraft: Gulfstream G550

Manufacturer’s Serial Number: [redacted]

U.S. Registration Number: [redacted]

Home Airport/Permanent Base of Operation: IAH, Houston, Texas

Aircraft: Gulfstream G650ER

Manufacturer’s Serial Number: [redacted]

U.S. Registration Number: [redacted]

Home Airport/Permanent Base of Operation: IAH, Houston, Texas

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EXHIBIT B

To

Aircraft Time Share Lease Agreement

Dated as of

By and between Exxon Mobil Corporation (“Time Share Lessor”)

And

Darren W. Woods (“Time Share Lessee”)

FSDO Notification Letter

Date:

Via: [Telephonically] [Hand Delivery] or [Email]

Fax:

Federal Aviation Administration

______________________

[Address]

Re:FAR Section 91.23 FSDO Notification of First Flight under Time Share Lease

Agreement between Exxon Mobil Corporation and Darren W. Woods dated of

[model]Aircraft bearing US registration number Nand serial

number.

Dear :

Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3)

please accept this letter as notification that the undersigned will acquire and take delivery

of a leasehold interest in the above referenced aircraft on the day of , 20,

and the first flight of the aircraft under the Time Share Lease Agreement will depart from

Airport on the day of , 20  , at approximately

(am/pm) local time.

Sincerely,

______________________________________

Darren W. Woods, Time Share Lessee